Terms & Conditions
Last Updated: November 13, 2024These Terms and Conditions of Use (these "Terms") are between you ("you" or "your") and Tablet LLC. ("Tablet," "we," "our" or "us") and controls your status as a member in the Tablet Pro Program (a "Tablet Pro Member") and governs your use of any of the Tablet Pro services made available to Tablet Pro Members as part of the Tablet Pro Program through any Tablet website including but not limited to: https://www.tablethotels.com and https://www.tablethotels.com/tablet-pro (collectively, the "Site") or otherwise, as well as your use of the Site as a Tablet Pro Member (collectively, the "Services").
BY REGISTERING AS A TABLET PRO MEMBER AND USING THE SERVICES, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THESE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THEM. IF YOU DO NOT, OR CANNOT, AGREE TO THESE TERMS, DO NOT REGISTER AS A TABLET PRO MEMBER AND DO NOT USE ANY OF THE SERVICES OR ACCESS THE SITE.
1. DEFINITIONS
For purposes of these Terms, the following definitions apply:
- (a) "Client" means any person for whom you provide services in effecting reservations or otherwise procuring accommodations or related services with third party service providers in the travel industry, but shall not include to any extent whatsoever any Sanctioned Person.
- (b) "Ineligible Party" means (A) any meta travel search engine (including without limitation Fly.com, Trivago, or Sidestep or any equivalent), (B) any hotel, airfare, or vacation rental content aggregation site, (C) any successor, employee, agent or corporate affiliate (i.e., any person or entity that directly or indirectly controls, is controlled by or is under common control with any Ineligible Party) of any of the foregoing, and (D) any Sanctioned Person.
- (c) "Member Site" means any website that you operate (or is operated on your behalf) through which you access or use the Site or the Services or which is otherwise linked to the Site or the Services
- (d) "Membership Period" means the period commencing as of the date of Registration and ending as of date the term of your membership terminates or expires in accordance with Section 16 hereof.
- (e) "Registration" refers to completion of the registration process as a Tablet Pro Member through the Site or through an application either available on or accessible from the Site or otherwise made available by Tablet.
- (f) "Sanctioned Person" means any person identified on any of the following: (i) the list of Specially Designated Nationals maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, (ii) the Consolidated List of Sanctions Targets maintained by the HM Treasury of the United Kingdom, or (iii) the Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions of the European Union.
- (g) "Tablet Plus Program" shall refer to the Tablet Plus program of Tablet as then in effect, as described and set forth at https://www.tablethotels.com/en/tablet-plus (and any successor page thereto).
- (h) "Tablet Pro Program" shall refer to the Tablet Pro program of Tablet as then in effect, as described and set forth at https://www.tablethotels.com/tablet-pro (and any successor page thereto).
2. STANDARD TERMS AND CONDITIONS
You acknowledge and accept that any use of (i) the Services or (ii) the Site—whether (A) as a part of your use of or in any way related to your use of the Service or (B) for any other purpose or reason—is subject to the standard terms of use set forth on the Site (available at: https://www.tablethotels.com/en/terms, and any successor page thereto) (the "Standard Terms") and the terms and conditions applicable to the Tablet Plus Program set forth on the Site (available at https://www.tablethotels.com/en/plus-terms , and any successor page thereto) (together with the Standard Terms, the "General Terms and Conditions"), except as expressly modified by these Terms with respect to your use of the Services. Except as provided in the foregoing sentence, the General Terms and Conditions are hereby incorporated by reference and made a part hereof.
3. CHANGES TO THESE TERMS
We may revise or update these Terms from time to time. All changes are effective as soon as they are posted. Your continued use of the Services following the posting of any revised Terms constitutes your acceptance and agreement to be bound by such revised Terms. These Terms are current as of the date listed at the top of the page under "Last Updated". You may not, to any extent whatsoever, amend, modify or change any of these Terms, and any such purported modification, amendment or other alteration of these Terms by you shall be void ab initio.
4. RIGHTS AND RESTRICTIONS
- (a) Before making any use of the Services, you must complete your Registration. Upon Registration—subject to the approval thereof by Tablet—you shall be provided an account accessible through the Site (the "Account") as part of the Tablet Pro Program, which will enable you to make use of the Services, as well as access codes to access and use the Account and the Services. There shall only be one (1) authorized user per Account and only one set of access codes shall be issued to any authorized user. You may not share an Account or your access codes with any other person. You may not permit any other person to make use of your access codes or access or use the Services using your access codes or your Account.
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(b) During the Membership Period, you are granted a nonexclusive, nontransferable,
limited right to access and use the Services as follows:
- Access the Site for purposes of effecting reservations or otherwise procuring accommodations and services for yourself or your Clients, on the same or similar terms and conditions as is then available to individual members of the Tablet Plus Program.
- Access to the Site and certain sections of the Site available only to Tablet Pro Members for purposes of accessing or otherwise making use of the Services.
- Access certain online and/or printable materials, to the extent made available to Tablet Pro Members ("Accessible Materials"), solely for purposes of accessing or using the Services, and download, fax, email or make printouts of Accessible Materials using the functions provided by the Services.
- Store Accessible Materials on a computer system that you maintain at your place of business, for exclusive use by you for purposes contemplated by these Terms, solely to extent storage of the Accessible Materials is not prohibited or restricted by these Terms or the General Terms and Conditions.
- To the extent permitted by applicable copyright law and not further limited or prohibited by these Terms or General Terms and Conditions, make copies of and distribute to Clients any Accessible Materials.
- (c) For the avoidance of doubt, downloading and storing Accessible Materials in an archival database is prohibited. The contents of the Site and the Accessible Materials are protected by copyright, intellectual property laws, and other laws that prevent unauthorized access and use. Any access to or use of the Services or any Accessible Materials will be governed by these Terms and to the extent applicable the General Terms and Conditions, and any person accessing or using the Services or any Accessible Materials without authorization will be liable to Tablet for any damages incurred due to (i) any breach of these Terms and/or the General Terms and Conditions as well as (ii) the unauthorized access and/or use.
- (d) Except as specifically provided in this Section 4, you are prohibited from downloading, emailing, faxing, storing, reproducing, transmitting, displaying, copying, distributing, or using any Accessible Materials or any other materials or information accessible and/or retrievable from or through use of the Services or the Site. Additionally, under no circumstances may you any part of the Services or Accessible Materials for commercial resale or commercial redistribution in any medium or use the Services or the Accessible Materials to compete with the business of Tablet to any extent whatsoever. Under no circumstances shall you acquire any proprietary interest in any Accessible Materials or any materials or information accessible and/or retrieved from the Site, or copies thereof, except the limited rights granted herein. You are not permitted to remove or obscure the copyright notice or other notices contained in any Accessible Materials.
- (e) You may, solely during the Membership Term, represent on a Member Site that you are a "Tablet Pro Member" or "a participant in the Tablet Pro Program", and use the "Tablet Pro" mark solely for the foregoing purpose, on the condition that (i) you must also provide together with any such representation on a Member Site an accessible link to Tablet Pro Program at https://www.tablethotels.com/tablet-pro (or any successor page thereto), and (ii) you must use the appropriate trademark symbol (® or ™) with each use of a Tablet Mark. Any materials that you distribute to Clients bearing any Tablet Mark or indicating that you are a "Tablet Pro Member" or "a participant in the Tablet Pro Program", which may be used solely during the Membership Term for the limited purpose of indicating that you are a Tablet Pro Member or a participant in the Tablet Pro Program, must include (i) the appropriate trademark symbol (® or ™) with each use of a Tablet Mark and (ii) the following language: "all references to Tablet, Tablet Pro, the Tablet Pro Program, Tablet Plus, or the Tablet Plus Program and any marks of Tablet are used under license from Tablet and may not be copied, reproduced or distributed in any form or fashion to any extent whatsoever except with the express written consent of Tablet".
5. STANDARDS OF USE
- (a) You agree to comply with all applicable federal, state, local and international laws and regulations when accessing or using the Services, the Site and/or any Accessible Materials. Additionally, you may not, without our express written prior permission, (i) access, monitor or copy any content or information on the Site using any robot, spider, scraper or other automated means or any manual process for any purpose; (ii) violate the restrictions in any robot exclusion headers on Site or bypass or circumvent other measures employed to prevent or limit access to Site; (iii) take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure; (iv) deep-link to any portion of Site for any purpose; or (v) "frame", "mirror" or otherwise incorporate any part of the Site into any other website (each of the preceding, a "Prohibited Use").
- (b) At all times during the Membership Period or your use of the Services, you will make sure that any Member Site (i) is in compliance with all applicable laws and regulations; (ii) does not contain any material that is fraudulent, defamatory or obscene; and (c) is suitable in all respects to be linked to the Site. No Member Site shall disparage us or contain any images or content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable. Without limiting the foregoing, no Member Site may display or link to other sites that display images or content that (i) depict sexually explicit materials, (ii) promote violence, illegal activities, or unlawful discrimination of any kind, or (iii) promote or incorporate any materials which infringe or assist others to infringe the intellectual property rights of others (collectively, "Restricted Content").
- (c) You also must make sure that any Member Site does not, in any way, copy or resemble the look and feel of the Site (i.e., the distinctive and particular elements of color, graphics, design, organization, presentation, layout, user interface, navigation, trade dress and stylistic convention within the Site, and the total appearance and impression substantially formed by the combination, coordination and interaction of such elements). You may not create an impression that any Member Site is the Site, a part of the Site, or is a website provided by, authorized by, or provided in partnership with Tablet or any affiliate of Tablet.
6. COMMISSIONS
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(a) For purposes hereof, the following definitions shall apply:
- "Applicable Booking Amount" shall mean with respect to a Completed Booking, the amount actually charged by the applicable Member Institution to your Client and paid by said Client to the Member Institution, less any taxes or other governmental or regulatory fees, assessments or payments.
- "Completed Booking" shall mean a booking or reservation by you for your Client of a room or equivalent, for at minimum one (1) overnight stay or occupation, at a Member Institution, which booking or reservation is effected through the use of the Services, and which is duly paid for by such Client, with payment duly received by the Member Institution.
- "Member Institution" shall mean a hotel, inn, or other such provider of temporary accommodation that is an active participant in the Tablet Plus Program and listed as an active participant therein on the Site (which may accessed at https://www.tablethotels.com/en/plus-list ) as the same may be modified from time to time.
- "Payment Period" shall mean monthly
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(b) Through your use of the Services, you may be eligible to earn commissions from
certain transactions you validly and permissibly effect through the Services for or on
behalf of your clients, as follows.
- For any Completed Booking you will receive a commission in the amount of ten percent (10.0%) of the Applicable Booking Amount ("Commissions") [solely if and to the extent that we have received at least 10% commission, if we receive less you will be paid the full amount received by Michelin/Tablet].
- All accrued but unpaid Commissions that become payable in accordance with Section 6(b)(i) above in any Payment Period shall be paid to you within thirty (30) days following the end of any Payment Period.
- We will not be required to pay, nor liable to any extent to you for, any Commissions with respect to any Completed Booking that occurs during any period in which you are in violation of these Terms or the General Terms and Conditions.
- Tablet can only pay commission to agents once payment has been received from the Member Institution. If the member institution defaults on payment Tablet will not be liable for said commission.
7. ACCESS TO THE SERVICES AND THE SITE
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(a) Only you may access and use the Services. Your right to access and use the Services
may not be shared with or used by any other person. You are responsible for all access
to and use of your Account and the Services accessed through your Account or otherwise
using any access codes issued by Tablet to you, including associated charges, whether by
you or others. You will use all reasonable commercial efforts to prevent unauthorized
use of your Account and any access codes assigned to you and will promptly notify
Tablet, in writing, if you suspect that any access codes provided to you is lost,
stolen, compromised, or misused. You will promptly notify Tablet upon discovery of any
of the following:
- any authorized access to or use of your Account; or
- any authorized access to or use of the Services using any access codes issued to you by Tablet.
- (b) No Sanctioned Person may, or be permitted to, access or otherwise use the Services.
- (c) Use of any Account or the Services via mechanical, programmatic, robotic, scripted or any other automated means is strictly prohibited. Unless otherwise agreed to by Tablet in writing, use of an Account and the Services is permitted only via manual, discrete access and use by natural persons.
- (d) The Services, the Site and any functionality of or otherwise provided as a part of the Services or the Site may be enhanced, added to, diminished, withdrawn in part or in whole, or otherwise modified or changed by Tablet without notice.
- (e) You are solely responsible for any information or other content uploaded by you to the Site. You represent and warrant to Tablet that you have the right and authority to upload any and all content to the Site that is not provided specifically by Tablet. You are prohibited from uploading any content to to the Site that is defamatory, libelous, pornographic or obscene. In addition, you are strictly prohibited from uploading information or content to the Site that is unlawful or that is considered protected health information under the Health Accountability and Portability Protection Act of 1996 (HIPAA) or the Health Information Technology for Economic and Clinical Health Act of 2009 (HITECH).
- (f) Ineligible Parties are not permitted to use the Services or otherwise register as a Tablet Pro Member. Please contact us prior to making any use of the Services or attempting to access the Site as a Tablet Pro Member or register with Tablet as a Tablet Pro Member if (i) you are an Ineligible Party or (ii) you have any questions as to whether or not you are an Ineligible Party. IF YOU ARE AN INELIGIBLE PARTY AND ACCESS OR USE, OR IF AT ANY TIME YOU BECOME AN INELIGIBLE PARTY AND CONTINUE TO ACCESS OR USE, THE SERVICES OR THE SITE, YOU ACKNOWLEDGE AND AGREE THAT WE WILL BE MATERIALLY DAMAGED BY YOUR ACCESS TO, OR USE OF, THE SITE OR THE SERVICES IN AN AMOUNT THAT IS DIFFICULT TO ASCERTAIN. ANY BREACH OF THE FOREGOING TERMS SHALL BE AND SHALL BE CONSTRUED TO BE A MATERIAL BREACH OF THESE TERMS. NOTHING IN THIS PROVISION WILL PREVENT US FROM PURSUING ANY OTHER REMEDIES AVAILABLE UNDER APPLICABLE LAW.
8. COLLECTION AND USE OF YOUR INFORMATION; PRIVACY POLICY
All information we collect through or in connection with this Site is subject to our Privacy Policy (available at https://www.tablethotels.com/en/privacy , and any successor page thereto) (the "Privacy Policy") and you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
9. INTELLECTUAL PROPERTY
- (a) All information, artwork, text, video, audio, media files and images displayed on or contained within the Site or otherwise accessible as part of the Services or pursuant to your use of the Services (collectively, the "Tablet Content") are the property of Tablet or its third-party licensors. Tablet, or its third-party licensors, as applicable, retain all right, title and interest in and to the Tablet Content and all intellectual property rights related thereto. You do not have, nor does your use of the Site or the Services give you, any ownership interest in the Tablet Content, the Site or the Services.
- (b) All brands, names, logos, product and service names, designs and slogans incorporated into the Site and/or used as part of the Services, including without limitation "Tablet", "Tablet Plus", the "Tablet Plus Travel Club", the Tablet "PLUS" symbol and label and "Tablet Pro" (collectively the "Tablet Marks") are owned by Tablet, its affiliates or its licensors. You may not use the Tablet Marks without Tablet's prior written permission.
- (c) The Services, the Site, the Tablet Content and the Tablet Marks are protected by U.S. and/or international intellectual property and/or proprietary rights laws, which may include copyright, trademark, patent or trade secret rights. You may use the Services and the Site solely for your personal or internal business use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell the Site, the Services or any Tablet Content. You are not permitted to access or use the Services, any Accessible Materials, the Site, the Tablet Content or the Tablet Marks in any fashion that infringes the intellectual property rights or proprietary interests of Tablet or any third party. You may not exploit the goodwill of Tablet without the express written consent of Tablet.
- (d) You shall not adopt, use, nor attempt to register with any administrative or other body, any trademark, domain name, trade name, logo or other branding or designation that includes any portion of any Tablet Marks, nor any portion of any Tablet Marks, nor any trademark, domain name or trade name that is similar to any Tablet Marks. In no event shall you (or your agents) make or extend any representation or warranty on our behalf with respect to Tablet, the Services, the Site or any other services of Tablet.
- (e) Additionally, you shall not use the Tablet Marks or Tablet Content in, or in connection with any feature on any Member Site unless and solely to the extent (i) expressly authorized by these Terms or (ii) expressly authorized by Tablet in writing to you.
- (f) All rights not expressly granted are reserved by Tablet or its third party licensors, as applicable.
10. RESPONSE TO VIOLATIONS
Tablet reserves the right to take any action we determine is necessary if we believe that your use of the Services or Site violates these Terms, infringes the rights of any person or entity, threatens the personal safety of any person or entity, is a Prohibited Use, or could create liability for Tablet. Any such action by Tablet does not limit our rights or remedies at law or in equity.
11. DISCLAIMER OF WARRANTIES
THE SERVICES AND THE SITE ARE PROVIDED "AS IS" WITH ALL FAULTS AND DEFECTS AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, TABLET MAKES NO REPRESENTATION OF ANY KIND THAT AN ACCOUNT, THE SERVICES OR THE SITE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR WEBSITE, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED, THAT THE INFORMATION THEREIN WILL BE SUITABLE FOR YOUR NEEDS, OR THAT THE SERVICES OR THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TABLET MAY MAKE IMPROVEMENTS AND/OR CHANGES TO ANY ACCOUNT, THE SERVICES AND/OR THE SITE AT ANY TIME. THE INCLUSION OF ANY PARTICULAR PRODUCT OR SERVICE ON THE SITE DOES NOT CONSTITUTE ANY ENDORSEMENT OR RECOMMENDATION OF SUCH PRODUCTS OR SERVICE BY TABLET. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
12. LIMITATION ON LIABILITY; INDEMNIFICATION
- (a) For purposes hereof, "Covered Party" means (i) Tablet, (ii) any of Tablet's affiliates and (iii) any officer, director, employee, subcontractor, agent, affiliate, successor or assign of Tablet or any of Tablet's affiliates.
- (b) TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL ANY COVERED PARTY BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, YOUR (OR ANY AUTHORIZED USER'S) ACCESS TO, OR USE OF AN ACCOUNT, THE SERVICES OR THE SITE OR WITH ANY DELAY OR INABILITY TO ACCESS, DISPLAY OR USE AN ACCOUNT, THE SERVICES OR THE SITE, INCLUDING OUR INVESTIGATION OF YOUR USE OF AN ACCOUNT, THE SERVICES OR THE SITE, WHETHER BASED ON A THEORY OF NEGLIGENCE, CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF TABLET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- (c) TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF THE COVERED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICES, THE SITE OR THESE TERMS EXCEED THE AMOUNT YOU PAID FOR THE SERVICES IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. YOUR RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST ANY COVERED PARTY.
- (d) The limitation of liability reflects the allocation of risk between the parties, and Tablet would be unwilling to make the Services available to you without such limitations. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed its essential purpose. The limitations of liability provided in these terms inure to the benefit of Tablet and any other applicable Covered Party.
- (e) You agree to indemnify, defend and hold harmless any Covered Party from and against any and all claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature incurred by such Covered party, including but not limited to reasonable legal and accounting fees, resulting from your: (i) breach of these Terms (or the General Terms and Conditions); (ii) violation of any law or the rights of a third party; or (iii) use of an Account, the Services or the Site.
13. CONFIDENTIALITY
- (a) For purposes hereof, the term "Confidential Information" shall include, but not be limited to, (i) information from us included on, or accessible or retrievable by you through, the Services, the Site or Accessible Materials that is not generally available to the public, (ii) any business and financial information of Tablet or any affiliates thereof, (iii) customer and vendor lists, or pricing and sales information, of Tablet or any affiliates thereof, or (iv) any information that we designate as confidential during the term of this Agreement.
- (b) You agree not to disclose any Confidential Information and that such Confidential Information will remain strictly confidential and will not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent such use is in accordance with these Terms or that any such information is generally known or available to the public or if same is required by law or legal process.
14. SUSPENSION OF PERFORMANCE
If we determine, in our sole discretion, that military action or extraordinary political, economic, or other conditions or occurrences beyond our control significantly impacts the travel industry in whole or in part, the business of Tablet or any affiliates of Tablet, access or navigation to the Services or the Site from you or your business or alters our exposure under this Agreement, we may, at any time, (i) suspend performance (in part or whole) of the Services and/or the Site, or any services or functions related thereto or part thereof, (ii) suspend any payment due hereunder (in part or whole), or (iii) terminate the Membership Period, each in our sole discretion. To the extent practicable, we will provide you with at least ten (10) days written notice prior to the effective date of any of the foregoing.
15. TERMINATION
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(a) The Membership Period may be terminated:
- By either party, upon fifteen (15) days prior written notice to the other party; or
- By Tablet, with immediate effect upon notice to you thereof, with cause—including without limitation (A) any material violation of these Terms, (B) the placement, uploading or display of any Restricted Content on any Member Site, (C) any use of the Services or the Site when you are an Ineligible Party, (D) any use of the Site that constitutes a Prohibited Use, or (E) any other violation of these Terms that persists for five (5) days after any notice to you of the same.
- (b) Upon termination or expiration of the Membership Period for any reason, all of your rights under these Terms, including without limitation all rights provided in Section 4 hereof any right to use your Tablet PRO Account, and any right to earn new Commissions accruing on or after the date of termination shall immediately expire. Tablet shall deactivate your Tablet PRO Account but you will still have access to view bookings that have not yet been completed and are eligible for commission payments that have not yet paid. All Tablet Content, Tablet Marks any other references to Tablet, Tablet Pro, Tablet Plus, the Tablet Pro Program, or the Tablet Plus Program must be immediately removed from all Member Sites, databases and any means of storage (of any medium) maintained by you or any of your affiliates or your other personnel. All Tablet Content, Accessible Materials or materials bearing any Tablet Marks in your possession or custody must be as soon as practicable either (i) returned to Tablet or (ii) deleted or destroyed in its entirety. Neither you nor any other person shall be permitted to retain any Tablet Content, any Accessible Material or any copy of the foregoing by whatever means.
- (c) The terms and provisions contained in Sections 8, 10, 12, 13 and 14 shall survive any termination or expiration of the Membership Period.
- (d) Upon termination or expiration of the Membership Period, unless such termination is effected by Tablet pursuant to Section 16(a)(ii) above, you shall receive payment for accrued but unpaid Commissions within a reasonable time yet no later than thirty (30) days following the effective date of termination. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid. If the Membership Period is terminated pursuant to Section 16(a)(ii) above, then you forfeit any right to receive any Commissions that are accrued but unpaid and any such amounts shall be credited against damages that become due and owing to us by you or any of your affiliates, employees, agents, successors or assigns.
16. REPRESENTATIONS AND WARRANTIES
You represent and warrant to us that (a) you are currently, and that throughout the Membership Period you will continue to be, in compliance with all applicable laws and regulations; (b) you are not an Ineligible Party; (c) you have duly and validly accepted and agreed to become bound by, and duly executed, these Terms in their entirety by virtue of your clicking on the "I Agree" button at the end of these Terms and such acceptance and execution constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; and (d) the execution, delivery, and performance by you of these Terms are within your legal capacity and power, have been duly authorized by all requisite action on your part, require the approval or consent of no other persons; and neither violate nor constitute a default under the provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or the terms of any other agreement, document or instrument applicable to you or binding upon you. The representations and warranties in this Section 17 are continuous in nature and will be deemed to have been given by you upon your acceptance via the "I Agree" button at the end of these Terms and at each stage of performance hereunder.
17. FEEDBACK
We appreciate hearing from you. Please be aware that by submitting suggestions, comments or other feedback related to the Services, the Site, any Accessible Materials or any Tablet Content (collectively, "Submissions"), you hereby assign to Tablet all your worldwide right, title and interest in and to all Submissions, even if you have designated such Submissions as confidential. You agree to promptly provide assistance as may, in Tablet's opinion, be necessary to document, perfect and maintain Tablet's rights in the Submissions. Furthermore, you shall ensure that the Submissions shall not infringe any right of any third party. If you do not agree to these terms and conditions, please do not provide us with any Submissions.
18. GENERAL TERMS
- (a) YOU HEREBY CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, UNITED STATES, FOR ALL DISPUTES ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES OR THE SITE.
- (b) If any part of these Terms is found to be invalid, illegal or unenforceable by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. Our failure or delay in enforcing any provision of these Terms at any time does not waive our right to enforce the same or any other provision(s) hereof in the future.
- (c) These Terms constitute the entire agreement between you and Tablet with respect to the Services and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Tablet with respect to the Services.
- (d) You acknowledge that irreparable harm would result in the event of breach by you of these Terms and that monetary damages in such event could be inadequate to compensate Tablet. Consequently, in the event of breach of any of these Terms, Tablet is entitled, in addition to such monetary relief as may be recoverable, to such temporary, preliminary and/or permanent injunctive relief as may be necessary to restrain any continuing or further breach of these Terms, without showing or proving any actual damages or posting a bond or comparable security. Any rights not expressly granted herein are reserved.
- (e) Neither these Terms, nor any terms or conditions contained in these Terms, will be construed as creating a partnership, joint venture, employer/employee relationship or franchise to any extent whatsoever.
- (f) No waiver of any breach of any provision of this Agreement will constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving party. The failure of any party to enforce any provision hereof shall not constitute nor be construed as a waiver of such provision or the right to enforce such provision at a later time.
- (g) You may not assign your rights or delegate your duties under these Terms without the prior written consent of Tablet. These Terms and any amendment or other modification thereto, and the rights and obligations hereunder, shall be binding on, and will inure to the benefit of, the parties and their respective successors and permitted assigns.
- (h) If any provision of this Agreement will be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect.
19. Notices, Questions or Concerns.
All notices, authorizations, and requests in connection with this Agreement will be deemed given on the day they are (i) made available through the Services by Tablet, if displayed through the Services by Tablet, (ii) deposited in the mail, postage prepaid, certified or registered, return receipt requested; (iii) sent by air courier, charges prepaid; or (iv) transmitted by facsimile transmission and addressed to the addresses first set forth above, with a copy, in the case of notices to Tablet, to Drohan Lee LLP, 575 Madison Avenue, 23rd Floor, New York, New York 10022, Tel: (212) 710-0000, Fax: (212) 710-0003, Attention: Jae W. Lee, Esq., or to such other address as the party to receive the notice or request so designates by written notice to the other.
All other comments, requests for technical support and other communications relating to the Site should be directed to: tabletpro@tablethotels.com.