Terms of Service for Suppliers

Last updated: June 10, 2022

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

WHEREAS, ReloQuest provides a web-based service (“Service”) for ReloQuest and requesting companies (“Requestors”), through authorized employees and contractors of Requestors (“Requestor Users”), to search for, request (each, a “Request”) and book (“Book” and each, a “Booking”) temporary use of corporate housing units, serviced apartments and furnished accommodations (each, an “Accommodation”) from options (each, an “Option”) offered by registered third party corporate housing suppliers, serviced apartment operators and furnished accommodation providers (including Supplier) through the ReloQuest online platform (“ReloQuest Platform”); and

WHEREAS, Supplier desires to access and use the Service, through authorized employees and contractors of Supplier (“Users”), to respond to Requests from, and Book Accommodations for, ReloQuest and employees and contractors (“Guests”) of Requestors, and ReloQuest desires to provide Supplier with access to and use of the Service for such purpose, pursuant to the terms and conditions of this Terms of Service.

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

  1. SERVICE.
    1. Access and Use. During the Term (as defined below) and subject to the terms and conditions of this Terms of Service, ReloQuest will provide Users, on behalf of Supplier, with a personal, non-exclusive, limited right (“Limited Right”) to electronically access and use the Service, through the ReloQuest Platform, for the limited purposes set forth in this Terms of Service.
    2. Requestor Users and Guests. For purposes of clarity, the person using the Service to Book an Accommodation for a Requestor is referred to as a Requestor User, and each person entering, occupying and using the Accommodation is referred to as a Guest.
    3. Supplier Responsibility. For the Service, Supplier is solely responsible for (i) complying with this Terms of Service and the Terms of Use for the Service (“Terms of Use”), which is set forth at www.ReloQuest.com/TermsofUse; (ii) use of the Service by Users, including each User’s compliance with the Terms of Use; and (iii) obtaining all of the authorizations and consents required by applicable law for use of the Service by Users.
    4. ReloQuest Responsibility. For the Service, ReloQuest is solely responsible for (i) providing and maintaining the Service as set forth in this Terms of Service; and (ii) providing Users with technical support for the Service.
    5. Intellectual Property Rights. Other than the Limited Right, no other rights are granted with respect to the Service by ReloQuest pursuant to this Terms of Service, and all other rights related to the Service are hereby reserved by ReloQuest and shall remain owned solely and exclusively in their entirety by ReloQuest.
  2. BOOKINGS.
    1. Process. Requestors or Guests, as applicable, make a Booking with Supplier by (i) providing a Request to Supplier through the applicable Requestor’s service portal on the ReloQuest Platform (“Service Portal”), which will designate whether the Request is for a Standard Booking (as defined below) or RQ Pro Booking (as defined below) and include a summary of terms related to that specific Request; (ii) Supplier may then bid on the Request and provide one (1) or more Options to the Requestor or Guest, as applicable, through Supplier’s Service Portal; (iii) the Requestor or Guest, as applicable, then selects an Option through the Requestor’s Service Portal (“Selected Option”); (iv) if the Selected Option is still available, then Supplier may acknowledge and accept the Selected Option through Supplier’s Service Portal (“Supplier Acceptance”); and (v) then, following the Supplier Acceptance, the Requestor or Guest, as applicable, receives a reservation confirmation for the Booking through their Service Portal (each, a “Reservation Confirmation”). A Booking is not confirmed until the Requestor or Guest, as applicable, receives a Reservation Confirmation. The information in the Reservation Confirmation and additional reservation information for the Booking (each, a “Reservation Information”) is posted in the Requestor Service Portal, Guest Service Portal and Supplier Service Portal.
  3. STANDARD BOOKINGS.
    1. Definition. “Standard Booking” means a Booking pursuant to an agreement directly between the applicable Requestor and Supplier (each, a “Standard Booking Agreement”), and (unless otherwise agreed to in writing by ReloQuest and the Requestor with notice provided to Supplier), a payment process pursuant to which the Requestor pays Supplier and Supplier pays ReloQuest.
    2. Standard Booking Agreements. The applicable Requestor and Supplier decide if, how and when to enter into a Standard Booking Agreement. ReloQuest is not a party to any Standard Booking Agreements and does not manage the payment and collection of amounts due for Standard Bookings. Supplier represents and warrants that no terms of a Standard Booking Agreement will conflict with the terms of the Reservation Information; provided, however, if there is a conflict between the Reservation Information and the Standard Booking Agreement, then the Reservation Information will govern.
    3. Supplier Responsibility For Standard Bookings, Supplier shall and is solely responsible for (i) providing accurate, complete and up to date information on the ReloQuest Platform for each Accommodation and Booking, including, without limitation, with respect to content, descriptions, features, options, photos, rates, rules and regulations, services, and any other information related to an Accommodation and/or Booking (collectively, “Supplier Content”); (ii) not misrepresenting any Supplier Content; (iii) entering into the Service Portal any and all updates to the Reservation Information; (iv) complying with each Reservation Information; (v) providing and maintaining the Accommodations consistent with the applicable Reservation Information; (vi) promptly resolving Accommodation issues, as further defined in the Terms of Reservation (“Accommodation Issues”), on behalf of Supplier with the Requestor or Guest, as applicable, including, without limitation, as required by applicable law; (vii) collecting payments from Requestors for Bookings; and (viii) paying ReloQuest the ReloQuest Fee (as defined below) for each Booking per this Terms of Service, unless a Requestor pays ReloQuest directly.
    4. ReloQuest Responsibility. For Standard Bookings, ReloQuest is solely responsible for managing the online Booking experience.
    5. Cancelation Policy. A Guest may cancel a Selected Option without any cost or penalty at any time prior to the Supplier Acceptance. If a Guest cancels a Booking after the Booking is confirmed, then the Requestor or Guest, as applicable, is subject to the terms of Supplier’s cancellation policy set forth in the Selected Option
    6. Reservation Charges. For each Standard Booking, the amounts due Supplier from the Requestor (“Reservation Charges”) are set forth in the applicable Reservation Information and shall be collected by Supplier from the applicable Requestor. Supplier acknowledges and agrees that only amounts set forth in the Reservation Information and updates approved by a Requestor or Guest, as applicable, through the approval process in the ReloQuest Platform will be due and payable to Supplier. All such amounts are exclusive of applicable taxes, except where otherwise indicated.
    7. ReloQuest Fee. For each Standard Booking, the amounts due ReloQuest from Supplier (“ReloQuest Fee”) are set forth in Supplier’s Service Portal. All such amounts are exclusive of applicable taxes, except where otherwise indicated.
    8. Payment. For each Standard Booking, (i) Supplier shall collect from the applicable Requestor the agreed Reservation Charges displayed in the Reservation Information; and (ii) Supplier shall pay ReloQuest all ReloQuest Fees in U.S. dollars (unless otherwise agreed to in writing by ReloQuest and Supplier) within fifteen (15) days of receipt of invoice from ReloQuest. Supplier is responsible for collecting and remitting any and all taxes with respect to Reservation Charges for Standard Bookings.
  4. RQ PRO BOOKINGS.
    1. Definition. “RQ Pro Booking” means a Booking pursuant to a terms of reservation between the responsible party for the Booking and Supplier (each, a “Terms of Reservation”), and a payment process pursuant to which the applicable Requestor pays ReloQuest and ReloQuest pays Supplier. Supplier can identify if a Request is for a RQ Pro Booking by the presence of a RQ Pro logo on the Request.
    2. Terms of Reservation The Terms of Reservation for a Booking is provided to Supplier for review and acceptance as part of the Supplier Acceptance for such Booking. If there is a conflict between the Reservation Information and the Terms of Reservation, then the Reservation Information will govern.
    3. Supplier Responsibility. For RQ Pro Bookings, Supplier shall and is solely responsible for (i) providing accurate, complete and up to date information on the ReloQuest Platform for each Accommodation and Booking, including, without limitation, with respect to all Supplier Content; (ii) not misrepresenting any Supplier Content; (iii) entering into the Service Portal any and all updates to the Reservation Information; (iv) complying with each Reservation Information, each Terms of Reservation, and the service levels set forth at www.ReloQuest.com/service-level-agreement/ (“Service Level Agreement”); (v) providing and maintaining the Accommodations consistent with the applicable Reservation Information, the applicable Terms of Reservation, and the Service Level Agreement; (vi) promptly resolving Accommodation Issues on behalf of Supplier pursuant to this Terms of Service, the applicable Reservation Information, the applicable Terms of Reservation, the Service Level Agreement, and as otherwise required by applicable law; and (vii) using the Service’s service tracker feature (“Service TrackerTM”) to communicate with the Requestor or Guest, as applicable, and ReloQuest with respect to Supplier resolving Accommodation Issues.
    4. ReloQuest Responsibility. For RQ Bookings, ReloQuest is solely responsible for (i) managing the online Booking experience; (ii) managing the billing and payment process; and (iii) paying Supplier the Reservation Charges set forth in each Reservation Information that have been approved by the Requestor or Guest, as applicable.
    5. Cancelation Policy. Supplier shall disclose any Supplier cancelation policy in the Option; provided, however, Supplier acknowledges and agrees that some Requests include the Requestor’s cancellation policy which Supplier is required to accept to submit an Option. If Supplier cancels a confirmed Booking, then Supplier shall (i) refund to ReloQuest any all amounts prepaid by ReloQuest or the Requestor or Guest, as applicable; (ii) pay ReloQuest fifty percent (50%) of the Reservation Charges for the Booking if the term of the Booking is fifteen (15) days or more and one hundred percent (100%) of the Reservation Charges for the Booking if the Booking is for less than fifteen (15) days; and (iii) pay ReloQuest all of the ReloQuest Fees for such Booking not to exceed ninety (90) days of ReloQuest Fees. A Guest may cancel a Selected Option without any cost or penalty at any time prior to the Supplier Acceptance. If a Guest cancels a Booking after the Booking is confirmed, then the Requestor or Guest, as applicable, is subject to the terms of Supplier’s cancellation policy set forth in the Selected Option.
    6. Reservation Charges. For each RQ Pro Booking, the Reservation Charges are set forth in the applicable Reservation Information. Supplier acknowledges and agrees that only amounts set forth in the Reservation Information and updates approved by a Requestor or Guest, as applicable, through the approval process in the ReloQuest Platform will be due and payable to Supplier. All such amounts are exclusive of applicable taxes, except where otherwise indicated.
    7. ReloQuest Fee. For each RQ Pro Booking, the ReloQuest Fee is set forth in Supplier’s Service Portal. All such amounts are exclusive of applicable taxes, except where otherwise indicated.
    8. Payment. For each RQ Pro Booking, ReloQuest shall pay Supplier the undisputed Reservation Charges on a monthly basis thirty (30) days in arears, less any ReloQuest Fees due. All payments shall be made in the currency set forth in the Option (unless otherwise agreed to in writing by ReloQuest and Supplier) by company check, wire, ACH or credit card. If Supplier disputes any payment from ReloQuest, then Supplier shall inform ReloQuest of the dispute by written notice which clearly identifies the invoice, payment, state the amount disputed, and explain the basis for the dispute. If Supplier does not provide such notice to ReloQuest in writing within fifteen (15) days of receipt of such payment, then Supplier may not dispute the amount. ReloQuest may set-off any past due amount due to ReloQuest from Supplier against amounts due Supplier from ReloQuest. Supplier is responsible for collecting and remitting any and all taxes with respect to Reservation Charges for RQ Pro Bookings.
  5. AUDIT RIGHTS. During the term of this Terms of Service and for a period of one (1) year thereafter, ReloQuest shall have the right, at its sole cost and expense, to audit the books and records of Supplier directly related to Supplier’s activities on behalf of or in connection with this Terms of Service and any and all Bookings, including, without limitation, with respect to payments.
  6. TERM AND TERMINATION.
    1. Term. This Terms of Service commences on the Effective Date and continues until this Terms of Service is terminated pursuant to this Terms of Service (“Term”).
    2. Termination. Either Party may terminate this Terms of Service at any time upon providing written notice to the other Party
    3. Events Upon Termination. Upon termination of this Terms of Service, each of the following will automatically and immediately occur (i) ReloQuest may cease to provide the Service for Supplier; (ii) Supplier shall cease, and shall cause the Users to cease, using the Service; (iii) for Standard Bookings, Supplier shall promptly (but no later than the due date) pay ReloQuest all ReloQuest Fees due ReloQuest; (iv) for RQ Pro Bookings, ReloQuest shall promptly (but no later than the due date) pay Supplier all Reservation Charges due Supplier; and (v) Guests may remain in Accommodations for the period of the then-remaining term of the applicable Booking and any approved extensions provided that payment of the applicable Reservation Charges remain timely paid. If any Booking is still active on the termination of this Terms of Service, then this Terms of Service will remain in effect with respect to any such Booking, but only for the then-remaining term of such Booking and provided that Supplier timely pays ReloQuest for the then-remaining term of such Booking.
  7. CONFIDENTIAL AND PROPRIETARY INFORMATION
    1. Definition. “Confidential Information” means any and all confidential or proprietary information, including, but not limited to, any and all of the following received by or on behalf of Supplier from or on behalf of ReloQuest: operational information, marketing and promotional information, internal policies or procedures, product and service information, trade secrets, techniques, ideas, know-how, analysis, whether tangible or intangible, and transmitted orally, in writing or electronically. In addition to the items set forth above, information is deemed confidential if designated confidential when disclosed to or accessed by the Supplier or if the Supplier knows or reasonably should know that the information is confidential or proprietary by the nature of the information.
    2. Exceptions. Notwithstanding the foregoing, Confidential Information does not include information that (i) is or becomes part of the public domain without breach of this Terms of Service by or on behalf of the Supplier; (ii) Supplier can establish in writing was known to Supplier on a non-confidential basis prior to disclosure by or on behalf of ReloQuest; (iii) Supplier received from a third party without an obligation of confidentiality; or (iv) Supplier can establish in writing has been independently developed by Supplier without the use of any Confidential Information of ReloQuest.
    3. Non-Disclosure and Non-Use. Supplier shall (i) not disclose the Confidential Information internally or to any third party, except to Supplier’s officers, personnel, advisors and other representatives (each, a “Confidentiality Representative”) who need to know the Confidential Information for the Supplier to perform an obligation pursuant to this Terms of Service, and provided that each such Confidentiality Representative is informed of the confidential nature of the Confidential Information and is bound by confidentiality terms at least as restrictive as those set forth in this Terms of Service; (ii) not use the Confidential Information for any purpose other than pursuant to performing an obligation of Supplier pursuant to this Terms of Service; (iii) promptly notify ReloQuest upon discovery of any unauthorized use or disclosure of ReloQuest’s Confidential Information and take reasonable steps to regain possession of such Confidential Information and prevent further breach of this Terms of Service; (iv) not copy or reproduce any of the Confidential Information without ReloQuest’s prior written consent; and (v) upon written request of ReloQuest, promptly return to ReloQuest or permanently destroy all Confidential Information and all copies thereof (and certify to ReloQuest the same in writing). Supplier shall be responsible for any breach of this Terms of Service by Supplier’s Confidentiality Representatives.
    4. Disclosure Required by Law. If Supplier or any of its Confidentiality Representatives becomes legally compelled by a court of competent jurisdiction or order of law enforcement to disclose any Confidential Information, then Supplier shall provide ReloQuest with prompt written notice of such request (unless a court of competent jurisdiction or law enforcement prohibits Supplier from providing such notice) and reasonably cooperate with ReloQuest if the ReloQuest seeks an order contesting or limiting such disclosure.
    5. Ownership; No License. All Confidential Information, including all copies and derivatives of Confidential Information, are and shall remain the property of ReloQuest. Supplier shall not, by virtue of this Terms of Service or otherwise, acquire any right or license, express or implied, with respect to any Confidential Information. ReloQuest reserves all rights in the Confidential Information not specifically granted pursuant to this Terms of Service.
    6. Proprietary Information. Supplier acknowledges and agrees that the Service and ReloQuest Platform, as well as the look, feel, features, and functionality of the Service and ReloQuest Platform, are proprietary information of ReloQuest (“Proprietary Information”). Supplier shall not use or aid others in using the Proprietary Information. Supplier shall not, during the Term and for two (2) years thereafter, develop, distribute, or aid others in developing or distributing any software or service which is functionally similar to or competitive with the Proprietary Information and/or Service.
    7. Non-Solicitation. Supplier shall not, during the Term and for two (2) years thereafter, solicit to provide services for or provide services for any Requestor who Supplier has entered into Bookings with or otherwise interacted with through the Service.
    8. Supplier Content. Supplier acknowledges and agrees that the Supplier Content is not Confidential Information and ReloQuest may use any and all Supplier Content for ReloQuest’s internal use, use of the Service by Requestors, Users, and Guests, and for any other ReloQuest purpose.
    9. Publicity. Except with ReloQuest’s prior written consent, which may be withheld at ReloQuest’s sole discretion, Supplier shall not communicate or publicize the existence of any business relationship established by this Terms of Service. Except with ReloQuest’s prior written consent, which may be withheld at ReloQuest’s sole discretion, Supplier shall not use ReloQuest’s or a Requestor’s name or trademarks in connection with any advertising or promotional materials or activities, in a website, in a press release, or in other written, electronic, magnetic or laser media communications with, or services, materials or products provided to, third parties.
  8. DATA PRIVACY.
    1. Definitions. Capitalized terms used in this section, which are not defined elsewhere in this Terms of Service, will have the meaning ascribed to such terms in ReloQuest’s Data Processing Addendum, which is provided to Supplier at the time of registering for the Service and is set forth in the Supplier Service Portal (“Data Processing Addendum”).
    2. Data Processing. During the Term, Supplier will receive Personal Data and/or Personal Information of ReloQuest Users and Requestor Users and Guests (collectively’ “User Data”). Supplier (and Supplier’s Subprocessors) shall only Process such User Data consistent with the Data Processing Addendum and ReloQuest’s Privacy Policy, which is set forth at www.ReloQuest.com/PrivacyPolicy (“Privacy Policy”), and solely to the extent necessary for Supplier (or a Subprocessor on behalf of Supplier) to meet an obligation pursuant to this Terms of Service, a Booking, or as otherwise allowed by applicable law. The ReloQuest User or Requestor User or Guest, as applicable, will retain ownership of their User Data.
    3. No Use of Personal Data or Personal Information. For the avoidance of doubt, Supplier shall not use any User Data for any purpose other than performing the specific obligations set forth in this Terms of Service. Any breach of this provision will be deemed a material breach of this Terms of Service.
    4. Aggregated Data. Based on information collected by ReloQuest through the Service, ReloQuest may create de-identified and aggregated data which is pseudonymized and cannot be linked to any individual person (“Aggregated Data”) about the use of the Service, Accommodations, Bookings, and/or Supplier Content, which includes, without limitation, analytics about the use of the Service. ReloQuest uses the Aggregated Data in a manner which allows ReloQuest to improve the Service, but does not identify a Data Subject. ReloQuest will own all Aggregated Data and may use Aggregated Data without restriction. Supplier will have no right to use or any other right to any Aggregated Data
    5. Supplier Responsibility. Supplier is solely responsible for (i) complying with Data Processing Addendum on behalf of Supplier and Supplier’s Subprocessors; and (ii) obtaining the authorizations and consents required by applicable law for Users to provide their Personal Data and/or Personal Information, as applicable, with respect to accessing and/or using the Service.
    6. ReloQuest Responsibility. ReloQuest is solely responsible for complying with the Data Processing Addendum on behalf of ReloQuest.
  9. INFORMATION SECURITY.
    1. Security Incident. If Supplier knows, or reasonably suspects, an accidental or unauthorized loss, destruction, acquisition, disclosure, access, manipulation, use or other form of compromise of ReloQuest Data (“Security Incident”) has occurred, then Supplier shall notify ReloQuest in writing promptly (and in any event within forty-eight (48) hours) following such discovery and cooperate with ReloQuest in any breach investigation or remediation efforts. If ReloQuest notifies Supplier of a security vulnerability or incident that is identified by ReloQuest or a third-party to ReloQuest, then Supplier shall, in good faith, address the security vulnerability or incident without undue delay regardless of severity. “ReloQuest Data” means all information or data collected, stored, processed, received and/or generated by Supplier in connection with providing the Supplier Services. “Supplier Services” means any services provided by Supplier pursuant to this Terms of Service, and shall include any software and equipment provided by Supplier (including, without limitation, third party software and equipment) required to access the Supplier Services or provide the Supplier Services.
    2. Industry Standards. Supplier represents and warrants that Supplier shall implement appropriate technical and organizational security measures, based on current Industry Standards. “Industry Standards” means commercially reasonable security measures in all applicable equipment, software systems, services and platforms that Supplier uses to access, process and/or store ReloQuest Data, that are designed to ensure the security, integrity, and confidentiality of ReloQuest Data, and to protect against any Security Incident(s) or any other unauthorized disclosure of ReloQuest Data, including, without limitation, those safeguards, practices and procedures prescribed in at least one of the following (i) ISO / IEC 27000-series (www.iso.org/isoiec-27001-information-security.html); (ii) COBIT 5 (www.isaca.org/cobit/); (iii) Cyber Security Framework (www.nist.gov/cyberframework/); (iv) Center for Internet Security Controls (www.cisecurity.org/); (v) for credit card data that is stored, access, viewed or processed: Payment Card Industry Data Security Standards (“PCI DSS”) (www.pcisecuritystandards.org/); and/or (vi) for “Protected Health Information” that is stored, accessed, viewed, or processed: Health Insurance and Portability Accountability Act (“HIPAA”) (www.hhs.gov/hipaa/). Supplier represents and warrants that Supplier shall comply with all applicable laws and regulatory requirements regarding ReloQuest Data. Upon ReloQuest’s request, ReloQuest Data shall be immediately provided or otherwise made accessible to ReloQuest by Supplier, either, at ReloQuest’s option, using the Supplier Services or in an Industry Standard format specified by ReloQuest. Supplier also represents and warrants that Supplier currently has, and shall maintain in effect, for the term of this Terms of Service, the security methods, practices, procedures and other related requirements set forth in the Information Security Requirements, which is set forth at www.ReloQuest.com/information-security-requirements-for-suppliers (“Information Security Requirements”).
    3. Illicit Code. Supplier represents and warrants that the Supplier Services, deliverables, software and equipment that process, store, or transmit ReloQuest Data do not knowingly and will not intentionally contain any malicious code, including, but not limited to, viruses, malware, worms, malicious backdoors, date/time bombs, ransomware, spyware, rogue software, Trojan horses or any disabling code.
    4. Resiliency. During the Term, Supplier shall maintain a high availability (“HA”) solution and related plan that is consistent with Industry Standards for the Supplier Service being provided.  The HA solution is required to have a highly available technical architecture across all the application tiers (e.g., Web, application, database, etc.) with nodes deployed across different physical data centers (e.g., across AWS Availability Zones).  If an HA solution is not able to be deployed, Supplier shall maintain a disaster recovery (“DR”) solution and related plan that is consistent with Industry Standards for the Supplier Services being provided.  The DR solution will ensure identified critical capabilities are restored within a twenty-four (24)-hour period with no more than twelve (12) hours of data loss in the event of a declared disaster or major system outage. Supplier will test the HA or DR solution and related plan at least twice annually or more frequently if test results indicate that critical systems were not capable of being recovered within the periods above.
    5. Security Assessment. If ReloQuest reasonably determines, or in good faith believes, that Supplier’s security practices and procedures do not meet Supplier’s obligations pursuant to this Terms of Service, then ReloQuest may notify Supplier of the deficiencies. Supplier shall without unreasonable delay (i) correct such deficiencies at its own expense and (ii) permit ReloQuest, or its duly authorized representatives, on reasonable prior notice, to assess Supplier’s and Supplier subcontractors’ security-related activities that are relevant to this Terms of Service, provided that, such assessment shall occur no more often than once per calendar year. Supplier will complete, in a timely and accurate manner, an information security questionnaire provided by ReloQuest to Supplier, on an annual basis, in order to verify Supplier’s compliance with its security-related obligations in this Terms of Service.
    6. Security Issues and Remediation Plan. Security issues identified by ReloQuest during a Security Assessment will have an assigned risk rating and an agreed to timeframe to remediate. Supplier shall remediate all agreed upon security issues identified within the agreed remediation timeframes and failure to comply will result in ReloQuest having the right to terminate this Terms of Service.
    7. SSAE18 SOC2 Reports. During each calendar year, upon the prior request of ReloQuest, Supplier shall provide ReloQuest, at Supplier’s sole cost and expense, a SSAE18 SOC2 Type II report or the equivalent replacement of such report.
  10. REPRESENTATIONS AND WARRANTIES.
    1. Mutual. Each Party represents and warrants to the other Party that (i) such Party is duly organized, validly existing, and in good standing as a legal entity under the laws of the jurisdiction under whose laws such Party was incorporated or organized; (ii) entering into this Terms of Service has been duly authorized by such Party; (iii) the person accepting this Terms of Service has been duly authorized and has full legal capacity to accept this Terms of Service on behalf of such Party; (iv) the acceptance, delivery, and performance of this Terms of Service does not violate any provision of any bylaw, charter, contract, regulation, or any other governing authority of the Party or any other agreement, instrument, or understanding to which the Party is a signatory or by which the Party may be bound; and (v) this Terms of Service is a valid and binding obligation of the Party.
    2. By Supplier. Supplier represents and warrants to ReloQuest that (i) Supplier owns or otherwise has the unencumbered right to Book, provide access to, and allow Guests to occupy the Accommodations for the applicable period of each Booking; (ii) Supplier will comply will all applicable laws, rules, and regulations with respect to each Accommodation and Booking; (iii) Supplier will provide accurate, complete and up to date information on the ReloQuest Platform for each Accommodation and Booking, including, without limitation, with respect to all Supplier Content; (iv) Supplier will not misrepresent any Supplier Content; (v) Supplier will comply with each Reservation Information, and for RQ Pro Bookings, the Service Level Agreement and the Terms of Reservation; (vi) Supplier will provide and maintain the Accommodations consistent with this Terms of Service, and for RQ Bookings, the Terms of Reservation and Service Level Agreement; (vii) Supplier will promptly resolve Accommodation Issues on behalf of Supplier pursuant to this Terms of Service and as otherwise required by applicable law, and for RQ Bookings, the Terms of Reservation and the Service Level Agreement; and (viii) for RQ Bookings, Supplier will use Service TrackerTM to communicate with ReloQuest and the Requestor or Guest, as applicable, with respect to Supplier resolving Accommodation Issues.
    3. Background Checks. Supplier represents and warrants to ReloQuest that Supplier shall (i) disclose on each Option if the Accommodation requires a background check; and (ii) shall not request or require a background check prior to or after a Booking is confirmed if the Option does not disclose that a background check is required.
    4. Foreclosure. Supplier represents and warrants to ReloQuest that (i) all foreclosures of Accommodations shall be handled in accordance with applicable local laws; and (ii) if Supplier is actually aware that an Accommodation is subject to a foreclosure procedure, then Supplier shall promptly notify ReloQuest and the applicable Guest and Requestor of such finding in writing.
    5. Showing Rented Premises. Supplier represents and warrants to ReloQuest that, without providing twenty-four (24) hours prior, written notice to a Guest and receiving such Guest’s prior, written consent, Supplier shall not, and shall cause others not to (i) display a “For Rent” or “For Sale” sign at the Accommodation; or (ii) show an Accommodation to prospective renters or purchasers.
    6. Anti-Discrimination. Supplier represents and warrants to ReloQuest that Supplier and each of Supplier’s contractors and Subprocessors shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, national origin, or for inquiring about, discussing, or disclosing information about compensation. These regulations require that Supplier and each of Supplier’s contractors and Subprocessors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability.
  11. INDEMNIFICATION.
    1. By Supplier. Supplier shall indemnify, defend and hold ReloQuest and ReloQuest’s members, managers, officers, employees, contractors, agents and other representatives (each, with ReloQuest, an “Indemnified Party“) harmless from any and all third party claims, losses, liabilities, damages, expenses, penalties, taxes, and costs (including attorneys’ fees and court costs) arising out of or related to (each a “Claim”) (i) Supplier’s failure to comply with any data privacy and/or data security obligation set forth in this Terms of Service, the Data Processing Addendum, and/or any applicable data privacy or data security law; (ii) Supplier’s breach of any representation, warranty, covenant and/or obligation of Supplier pursuant to this Terms of Service, the Terms of Use, for Standard Bookings, any Standard Booking Agreement, and for RQ Pro Bookings, the Terms of Reservation; (iii) breach of the Terms of Use by a Supplier User; (iv) any personal injury, death or damage (such as property damage) caused by or on behalf of Supplier or otherwise associated with an Accommodation; (v) any negligence or intentional misconduct by or on behalf of Supplier; and (vi) violation of any applicable law by or on behalf of Supplier.
    2. Procedures. As a condition to being indemnified under this section, the Indemnified Party seeking indemnification shall (i) to the extent permitted by law, promptly notify Supplier of the Claim (provided that failure to provide such prompt notice shall not alleviate the indemnification obligation, except, and only to the extent, such failure has a material adverse effect on the defense of the Claim); and (ii) provide assistance, at Supplier’s sole cost and expense, in defending or settling the Claim. Supplier shall (i) keep the Indemnified Party informed of, and consult with the Indemnified Party in connection with, the progress of the settlement or litigation of any Claim; and (ii) not settle any Claim in a manner that does not unconditionally release the Indemnified Party without the Indemnified Party’s prior, written consent (not to be unreasonably withheld or delayed), provided that the Indemnified Party will have no obligation to make any payment, admit any liability or have any other responsibility with respect to such Claim.
  12. DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, EXCEPT AS SPECIFICALLY SET FORTH IN THIS TERMS OF SERVICE, RELOQUEST DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. RELOQUEST MAKES NO WARRANTY THAT THE SERVICE OR ANY BOOKING WILL MEET SUPPLIER’S REQUIREMENTS OR EXPECTATIONS. RELOQUEST MAKES NO WARRANTY REGARDING THE ACTIONS, OMISSIONS, REPRESENTATIONS, WARRANTIES, OR OBLIGATIONS OF THIRD PARTIES. SUPPLIER ACKNOWLEDGES AND AGREES THAT THIS DISCLAIMER OF WARRANTIES WAS SPECIFICALLY BARGAINED FOR AND THAT SUPPLIER’S WILLINGNESS TO AGREE TO THIS DISCLAIMER OF WARRANTIES IS MATERIAL TO RELOQUEST’S DECISION TO ENTER INTO THIS TERMS OF SERVICE AND SHALL CONTINUE TO APPLY EVEN IF ANY EXCLUSIVE REMEDY HEREUNDER FAILS OF ITS ESSENTIAL PURPOSE.
  13. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, RELOQUEST WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, FOR (I) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR SUBSTITUTE SERVICES, LOSS OF USE, LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF PRIVACY, LOSS OF DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF RELOQUEST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES); (II) THE ACTIONS, OMISSIONS, REPRESENTATIONS, WARRANTIES, OR OBLIGATIONS OF THIRD PARTIES; OR (III) ANY OTHER REASON, IN THE AGGREGATE, IN EXCESS OF ONE THOUSAND DOLLARS ($1,000). SUPPLIER ACKNOWLEDGES AND AGREES THAT THESE LIMITATIONS OF LIABILITY WERE SPECIFICALLY BARGAINED FOR AND THAT SUPPLIER’S WILLINGNESS TO AGREE TO THESE LIMITATIONS OF LIABILITY ARE MATERIAL TO RELOQUEST’S DECISION TO ENTER INTO THIS TERMS OF SERVICE AND SHALL CONTINUE TO APPLY EVEN IF ANY EXCLUSIVE REMEDY HEREUNDER FAILS OF ITS ESSENTIAL PURPOSE.
  14. INSURANCE. At Supplier’s sole cost and expense, Supplier shall have and maintain, throughout the Term, the following policies of insurance (as well as any updates to such requirements as required by Requestors from time-to-time) with a reputable national insurance company with an AM’s Best Rating of no less than A- (i) commercial general liability ($2 million per occurrence / $4 million in aggregate); (ii) automobile liability ($2 million per occurrence); (iii) worker’s compensation (statutory); (iv) professional indemnity ($5 million per claim and in the aggregate); (v) cyber liability ($5 million per claim and in the aggregate); and (vi) umbrella ($5 million per claim and in the aggregate). Upon request by ReloQuest, Supplier shall provide certificates of such insurance for ReloQuest to review. Each of the foregoing policies of insurance shall name ReloQuest as an additional insured. Such policies shall apply on a primary and non-contributory basis to any other insurance. The above coverage limits are all in U.S. dollars. Upon request by ReloQuest, Supplier shall produce for inspection documentary evidence to the reasonable satisfaction of ReloQuest that the insurance policies set forth above are being maintained. If any of the foregoing insurance policies are cancelled or changed by Supplier or its insurer so as to affect the coverage required by this Terms of Service, Supplier shall notify ReloQuest in writing no less than thirty (30) days prior to such cancellation or change. Supplier shall cause its authorized subcontractors or assignees to maintain the same or substantially similar insurance coverage.
  15. INDEPENDENT CONTRACTOR. The relationship of the Parties to one another is, and shall at all times remain, solely that of independent contractors. Nothing in this Terms of Service, or any course of performance hereunder, shall create any joint venture, partnership, or franchise or to constitute a Party as principal, agent, master, servant, employer, employee, or fiduciary of the other Party. No Party nor any of its agents, shall have any express or implied power or authority of any kind to act on behalf of the other Party, or to bind the other Party or to incur any form of liability or obligation on behalf of the other Party.
  16. GENERAL TERMS.
    1. Entire Terms of Service. This Terms of Service, as well as the Terms of Use, Privacy Policy, Service Level Agreement, each Reservation Information, each Terms of Reservation, and the Data Processing Addendum (each of which is hereby incorporated into and made a part of this Terms of Service by this reference), represents the entire agreement between ReloQuest and Supplier with respect to the subject matter of this Terms of Service, and supersedes any prior or contemporaneous understandings and oral or written agreements with respect to the subject matter of this Terms of Service, including, but not limited to any prior Software as a Service Terms of Service by and between ReloQuest and Supplier.
    2. Amendments and Modifications. This Terms of Service may only be amended or modified pursuant to a written amendment duly executed or an electronic amendment duly accepted by both ReloQuest and Supplier; provided, however, ReloQuest may (i) update this Terms of Service to comply with applicable law or as otherwise required by a Requestor; and (ii) update the Terms of Use, Privacy Policy, Service Level Agreement, Terms of Reservation, and/or Data Processing Addendum at any time by providing written notice (“Update Notice”) to Supplier (and to each User with respect to updates to the Privacy Policy). If an update to the Privacy Policy changes how Personal Data or Personal Information (as defined in the Privacy Policy) is used or applicable law otherwise requires a User’s consent, then ReloQuest will also seek the consent of applicable Users prior to such update applying to such Users.
    3. Binding Effect. This Terms of Service shall be binding upon, inure to the benefit of, and be enforceable by ReloQuest and Supplier and their successors and permitted assigns. This Terms of Service shall not be construed to give any person other than ReloQuest and Supplier any legal or equitable right, remedy, or claim under or with respect to this Terms of Service.
    4. Assignment. Supplier shall not assign this Terms of Service or any right or obligation pursuant to this Terms of Service without the prior, written consent of ReloQuest, which consent may be withheld at the sole discretion of ReloQuest.
    5. Waiver. No waiver of a breach of this Terms of Service by either Party shall be construed as a waiver of a similar or any other provision of this Terms of Service.
    6. Severability. The invalidity or unenforceability of any provision of this Terms of Service shall not affect the validity or enforceability of the remaining Terms of Service or any other provision of this Terms of Service.
    7. Force Majeure. Except for obligations of payment, if either Party is prevented from performing any of such Party’s obligations under this Terms of Service by circumstances beyond its reasonable control, then the Party so affected shall be excused from its performance under this Terms of Service so long as such circumstance exists.
    8. Notice. All notices required pursuant to this Terms of Service shall be delivered by and deemed delivered upon (i) hand-delivery on the date delivered; (ii) nationally recognized overnight delivery service on the date delivered or the date delivery is refused by the recipient; or (iii) electronic mail with verification of receipt upon such verification. All such notices shall be addressed to the other Party at the address set forth below or to such other address as a Party may designate by notice complying with the terms of this section:

      If to ReloQuest:

      • ReloQuest, Inc.
      • Attn: Legal Department
      • 2700 S Commerce Pkwy.
      • Suite 205
      • Weston, FL 33331
      • Email: legal@reloquest.com

      If to Supplier, the contact information provided by Supplier at the time of registering for the Service and accepting this Terms of Service.

    9. Governing Law; Venue; Jurisdiction. This Terms of Service 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 U.N. Convention on Contracts for the International Sale of Goods is expressly excluded. For any equitable action or legal proceeding arising out of or relating to this Terms of Service (each, an “Action or Proceeding”), each Party expressly consents to the (i) venue of Broward County, Florida, USA and 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.
    10. Jury Trial Waiver. RELOQUEST AND SUPPLIER 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 OF SERVICE. RELOQUEST AND SUPPLIER 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 OF SERVICE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS WAIVER OF JURY TRIAL.
    11. Injunctive Relief. Each Party will have the right, in addition to such Party’s other rights and remedies, to seek injunctive relief for any breach of this Terms of Service.
    12. Prevailing Party Attorneys’ Fees. In the event of any Action or Proceeding, the prevailing party in such Action or Proceeding shall be entitled to an award of their reasonable attorneys’ 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 Action or Proceeding, as well as at all levels of trial and appeal
    13. Survival. All payment obligations incurred by the Parties pursuant to this Terms of Service and the provisions set forth in Sections 1.E, 5, 6.C, 7 through 9 and 11 through 16 will survive the expiration and earlier termination of this Terms of Service.

    Counterparts and Electronic Versions. This Terms of Service may be accepted in multiple counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. This Terms of Service may be accepted by digital or electronic acceptance or signature. Each Party reserves the right to maintain an accepted copy of this Terms of Service in electronic form only, and each Party agrees that a print-out of such electronic form of this Terms of Service will be deemed an original.