12 month agreement
This is a legal software-as-a-service (SAAS) AGREEMENT effective as of [[Month Day, Year]] ("the Effective Date") between Quore Systems, LLC, a Tennessee limited liability company having a principal office at 2000 Meridian Blvd. Suite 200, Franklin TN 37067 ("Quore"), and [[Hotel Full Legal Name]], a [[State]] company having a principal office at [[Hotel Address]], [[City]], [[State]] and [[Zip]] ("Client"), (collectively "the Parties"). This Agreement is entered into pursuant to and governed by the terms and conditions of the Master Services Agreement between Six Continents Hotels, Inc. ("IHG") and Quore dated June 3rd 2016, which are incorporated herein by reference and attached hereto as Exhibit B. The parties agree to be bound by the terms and conditions of the Master Services Agreement. For purposes of this Subscription Agreement, all references to IHG in the Master Services Agreement are to be deemed references to the undersigned Client and vice versa, except with respect to those references to IHG in the Master Services Agreement, which by their nature and intent, can only mean "IHG". In the event of any conflict between the terms of this Agreement and the Master Services Agreement, the terms of the Master Services Agreement shall govern;
WHEREAS, Quore is in the business of designing, developing, installing and maintaining software products, and providing access to such products, for the hospitality industry;
WHEREAS, Quore has developed and is in possession of software and associated hardware devices that provide for and facilitate management, scheduling, communications, documentation and other services related to various aspects of hotel operations, including but not limited to: on-demand maintenance, preventative maintenance (PM), room management, pool/spa operations, inventory management, inspections, guest satisfaction logs, budget balance sheets, housekeeping tasks, employee performance metrics and/or additional related functions ("the Software");
WHEREAS, the Software includes numerous features that constitute intellectual property owned by Quore and which are subject to protection under the laws of the United States and foreign countries where applicable, including but not limited to copyright, patent, design, trademark, trade dress and trade secret protection;
WHEREAS, Client desires to gain access to Quore's software on a subscription basis for use at certain hotel properties owned and/or managed by Client listed in Exhibit A attached hereto;
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
(i) Upon receipt of an electronic Support Ticket from Client identifying the Errors, and upon receipt of such additional information as Quore may reasonably request in order to analyze the Errors, Quore shall use its diligent commercial efforts and reasonable care to resolve the Errors, in accordance with generally accepted industry standards and practices.
(ii) Quore is not obligated to address Errors to the extent reasonably found by Quore, to be caused by (A) Client's negligence or intentional misconduct; (B) a modification to the Software, or the hardware on which the Software is installed, by Client; (C) improper or unauthorized use of the Software; (D) use of the Software in a manner for which it was not designed; or (E) causes external to the Software such as, but not limited to, power failure or electric power surges.
(iii) The obligation to address Errors provided in this Section 11.6 shall be in addition to and not in limitation of any other warranties hereunder.
EXCEPT AS PROVIDED IN THIS SECTION 11, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED. QUORE DOES NOT WARRANT THAT THE SOFTWARE OR HARDWARE WILL MEET CLIENT'S REQUIREMENTS OR THAT THE SOFTWARE WILL OPERATE IN COMBINATION WITH ANY OTHER SOFTWARE OR PROGRAMS SUPPLIED BY CLIENT OR ANY THIRD PARTY.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be entered into as of the Effective Date first set out above by themselves or their duly authorized representatives.
|No.||Hotel Name||Address||Start Date||End Date||Monthly Fee|
|1||[[HOTEL NAME]]||[[HOTEL ADDRESS]]||[[START DATE]]||[[END DATE]]||[[MONTHLY FEE]]|
This Master Services Agreement (this "Agreement") is effective as of June 3, 2016 (the "Effective Date") and is entered into by and between: Six Continents Hotels, Inc., an InterContinental Hotels Group company incorporated and registered in the state of Delaware, having a place of business at Three Ravinia Drive, Suite 100, Atlanta, GA 30346 ("IHG"); and Quore Systems, LLC, a Tennessee limited liability company having a principal place of business at 2000 Meridian Blvd. Suite 200, Franklin TN 37067 ("Supplier"), (IHG and Supplier sometimes are individually each referred to as a "Party," and collectively referred to herein as the "Parties").
WHEREAS, Supplier has represented to IHG that it has the expertise, personnel, products, services and skills required to meet the requirements of IHG as represented by IHG, and IHG in reliance on such representation and the information provided by Supplier and subsequent discussions, has selected Supplier over other suppliers and service providers to provide the Services and Deliverables described in this Agreement.
WHEREAS, IHG and Supplier want to specify the terms and conditions under which Supplier shall provide the Services and Deliverables to IHG (and hotels operating under this Agreement).
WHEREAS, this Agreement terminates any previous agreements, including all schedules to such agreement(s) and amendment(s) thereto with IHG, its respective parents, subsidiaries, and affiliated entities and any hotels within the IHG brand family with respect to the provision of Services (the "Previous Agreements"), which now shall be incorporated and governed by the terms of this Agreement, without penalty; provided that Supplier will be promptly paid any undisputed amounts outstanding under the Previous Agreements.
NOW, THEREFORE, in consideration of the agreements, representations, warranties, promises and covenants contained herein, and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the Parties, intending to be legally bound, agree to the foregoing and as follows:
(a) Supplier agrees that it shall make Commercially Reasonable Efforts to migrate all of its existing IHG branded hotels customers that are currently under a Quore Subscription Agreement within sixty (60) days of execution of this Agreement. In the event that a Hotel Participant's current monthly pricing is lower than the monthly pricing in this Agreement the property shall be grandfathered into this Agreement at their current monthly rates, subject to change according to the terms of the pre-existing Subscription Agreement with that Hotel Participant which shall not exceed the agreed upon pricing under this Agreement. For avoidance of doubt, Supplier shall allow all IHG customers and Hotel Participants to terminate their existing Subscription Agreements without penalty provided they enter into a Subscription Agreement under the terms and conditions of this Agreement, and the subscription fees paid under the existing Subscription Agreement shall be credited toward the new Subscription Agreement.
Supplier shall maintain insurance in accordance with Schedule 5 (Supplier Insurance Coverage).
"Background IPRs" means Intellectual Property Rights that belong to or are licensed to a Party prior to the Effective Date or that are generated or acquired after the Effective Date outside of the performance of the Services. Background IPRs do not include Deliverables (but may be incorporated therein) or third party Intellectual Property Rights in IHG Sourced Resources;
"Commercially Reasonable Efforts" means the taking of such steps and the performance of obligations in a manner that a Party would do if it were acting in a determined, prudent and reasonable manner in order to achieve the desired end result for its own benefit;
"Deliverables" means the items which are produced and/or delivered to IHG as outputs of the Services;
"Disclosing Party" means the Party that has disclosed Confidential Information to the other Party;
"Dispute" means any dispute, difference or question of interpretation arising out of or in connection with this Agreement, (including any dispute regarding pre-contractual negotiations, the existence, validity or termination of this Agreement or the consequences of non-existence or invalidity of this Agreement) whether contractual or non-contractual;
"Documentation" means any documentation in any form whatsoever, including any reports, records, written designs, specifications, requirements, test cases, user manuals, user guides, operations manuals, training materials, instructions, blueprints, invention disclosures, patterns, flow charts, equipment part lists, drawings or plans;
"Effective Date" has the meaning set forth in the preamble of this Agreement;
"Equipment" means all telecommunications, electronic, computing, network, office and facilities equipment and machinery, vehicles and tools including: (a) mainframe, midrange, server and distributed computing equipment and associated attachments, features, accessories, peripheral devices and cabling; (b) personal computers, laptop computers, workstations and personal data devices and associated attachments, features, accessories, printers, multi-functional printers, peripheral or network devices and cabling; and (c) voice, data, video and wireless telecommunications and network and monitoring equipment and associated attachments, features, accessories, cell phones, peripheral devices and cabling, that is in all cases owned or leased by a Party;
"Exit Services" has the meaning set forth in Section 8.4 (Exit Services);
"Good Industry Practice" means the exercise of the degree of skill, care, prudence, efficiency, foresight and timeliness which would reasonably be expected from a person highly skilled and experienced in providing services similar to the Services;
"Governmental Approval" means any license, consent, permit, approval or authorization of any Governmental Authority, or any notice to any Governmental Authority, the granting or provision of which is required by applicable Laws for the consummation of the transactions and the performance of the Services contemplated by this Agreement;
"Governmental Authority" means any federal, state or local government or any foreign government, or political subdivision thereof, or any multinational organization or authority or any authority, agency or commission entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power, any court or tribunal (or any department, bureau or division thereof), or any arbitrator or arbitral body;
"IHG Approval" means the prior written approval or consent of IHG (or a person authorized in writing by the IHG to grant such approval) of an action proposed by Supplier, which approval or consent may be withheld by IHG in its sole discretion;
"IHG Data" means IHG Personal Data and all data, information, text, drawings, statistics, analysis and other materials embodied in any form relating to IHG or any member of IHG's Group (and/or their respective customers) and which may be supplied by Supplier, IHG, any member of IHG's Group and/or which Supplier (and/or any Sub-Contractors) generates, collects, processes, stores or transmits in connection with this Agreement; provided that IHG Data does not include (a) Supplier records of accounts related to Services under this Agreement; or (b) other data generated by Supplier and collected or maintained by Supplier for purposes of establishing Supplier's rights and obligations under this Agreement; or (c) non-personal data related to inventory items, properties, failure modes, suppliers and vendors; or (d) non-personal raw data that does not identify IHG by name, a Hotel Participant by name, a specific property or specific location.
"IHG Facilities" means premises owned, controlled or occupied by IHG or a member of IHG's Group which are made available for use by Supplier or its Sub-Contractors for provision of the Services (or any of them) on the terms set forth in this Agreement or any separate agreement or license;
"IHG Franchisees" means entities that operate or own properties under a franchise or license agreement with IHG or an IHG Affiliate;
"IHG Personal Data" means, collectively, all data or information, in any form, that is provided to Supplier by or from IHG or a Third Party on behalf of IHG or any data or information that is collected, generated or processed by Supplier for the benefit of IHG or pursuant to the Services, that alone, or in combination with other information: (a) is considered personal data or personal information under the Data Privacy Laws; or (b) identifies or could be reasonably used to identify an individual data subject, including names, addresses, email addresses, telephone numbers, Social Security numbers, government identification numbers or any other personally identifiable information, including copies of such information, and materials derived from such information, and any other information associated with or linked to such information;
"IHG Resources" means the systems, processes, technologies and other resources used by IHG, including those provided by Third Party vendors of IHG;
"Intellectual Property Rights" or "IPR" means:
(a) patents, utility models, supplementary protection certificates, petty patents, rights in trade secrets and other confidential or undisclosed information (such as inventions (whether patentable or not) or know-how) registered designs, rights in copyright (including authors' and neighboring or related "moral" rights), database rights, design rights, semiconductor topography rights, mask work rights, trademarks and service marks;
(b) all registrations or applications to register any of the items referred to in paragraph (a); and
(c) all rights in the nature of any of the items referred to in paragraphs (a) or (b) including continuations, continuations in part and divisional applications, reputation, personality or image, trade names, business names, brand names, get-up, logos, domain names and URLs, rights in unfair competition and, without prejudice to anything set forth elsewhere in this definition, rights to sue for passing off and all rights having equivalent or similar effect to, and the right to apply for any of, the rights referred to in this definition in any jurisdiction;
"Laws" means any law, statute, by-law, regulation, order, regulatory policy (including any requirement or notice of any regulatory body), guidance or industry code of practice, rule of court or directives, delegated or subordinate legislation in force and as amended from time to time;
"Losses" means all losses, costs, claims paid or payable fines, penalties, awards, liabilities, damages, compensation, settlements, expenses and/or reasonable professional costs and/or charges;
"Subscription Agreement" means Quore© Software Subscription Agreement (Schedule 2);
"Pass-Through Expense" means the cost of a resource procured by Supplier for which IHG reimburses Supplier the actual out-of-pocket cost incurred by Supplier for such resource without any mark-up or administrative fee;
"Supplier Data" means means all data, information, text, drawings, statistics, analysis and other materials embodied in any form relating to Supplier and its respective customers and which may be supplied by Supplier, including Supplier software and related source code and object code, Supplier user interfaces and designs thereof, and software algorithms embodied in Supplier software provided or otherwise made available to IHG or any Hotel Participant before or during this Agreement, including software to be developed by Supplier for IHG and/or a Hotel Participant as part of the Services. For the avoidance of doubt, Supplier Data does not include IHG Data.
"Receiving Party" means the Party that has received Confidential Information from the other Party;
"Security Policy" means IHG's security policy, guidelines and requirements notified to Supplier; "Service Taxes" has the meaning set forth in Section 3.9 (Taxes);
"Services" means the services, functions, responsibilities and outputs to be and/or that are provided and fulfilled by Supplier under this Agreement as set forth in one or more Statements of Work;
"Sub-Contractor" means a sub-contractor of Supplier engaged by Supplier under a Sub- Contract and including those listed in a SOW and/or Subscription Agreement;
"Supplier Background IPRs" means Background IPRs owned by or licensed to Supplier;
"Supplier Facilities" means any premises in the possession or control of Supplier or any Sub- Contractor (which are not IHG Facilities) from which the Services are delivered, in whole or in part or in which records relating to the Services are kept;
"Supplier Personnel" means all employees, staff, other workers, agents and Suppliers, of Supplier, its Affiliates and/or any Sub-Contractor who are engaged in the provision of the Services;
"Third Party" means any person which is not a Party to this Agreement, including as "Third Parties" any members of IHG's Group or Supplier's Group and contractors (including Sub- Contractors); and
|Module||Per Room Price||Selected Service Not to Exceed||Full Service Not to Exceed|
|Quore||$ 1.00||$ 120.00||$ 150.00|
|Module||Selected Service||Full Service|
|Quore Connect*||$ 35.00||$ 50.00|
|Quore API||$ 15.00||$ 25.00|
* the per month fee for Quore Connect includes 3,000 total incoming and outgoing text messages per select service and 5,500 per full service properties. Monthly message totals in excess of those limits will incur an additional charge of $0.0125 per text and will be billed separately. International overage charges may vary. **Monthly Pricing
|Key Service Level||Service Leve Target||Measurement Window||Reporting Period||Measurement Calculation|
|System Availability||99.5% available ‐ based on availability of Supplier's solution and not dependent on Customers' ability to access said solution||Monthly||Monthly||
Total hours of possible Availability in a Measurement Window minus total hours not Available in a Measurement Window, divided by (b) total hours of possible Availability in a Measurement Window, expressed as a percentage.
Total hours of possible availability (monthly) = number of days in a month x 24
|Response Time Consistency||Response times at IHG hotels cannot vary by more than 250ms for any transaction between hotel locations irrespective of city, country, or region||Monthly||Monthly|
|Key Service Level||No. of Licensed IHG Hotels||Service Level Target||Measurement Window||Reporting Period||Measurement Calculation|
|Support Available||1 - 500||8am – 6pm CST Monday ‐ Friday||Monthly||Monthly||Callers during off hours reach an automated attendant where they have the option of leaving message, or in the event of an emergency, will be routed to the on‐ duty support team member. Messages left will be responded to within a 24 hour window.|
|501+||8am EST – 8pm PST Monday ‐ Friday||Monthly||Monthly||Callers during off hours reach an automated attendant where they have the option of leaving message, or in the event of an emergency, will be routed to the on‐ duty support team member. Messages left will be responded to within a 24 hour window.|
|1,000+ in North America AND 100+ Outside North America||24 x 365 Global Support (all IHG installations)||Monthly||Monthly||This Global Support will be delivered through a variety of channels, including: chat, email and interpretation. It does not imply native language support for all languages.|
|Speed of Call Answer||During normal call volume, 90% of calls answered by a live person within 300 seconds||Monthly||Monthly||(Total number of calls answered by live agent within 300 seconds) / (Total number of calls received) in a Measurement Window expressed as a percentage|
|Call Abandonment Rate||< 5% of calls terminated by caller prior to being answered by a live person||Monthly||Monthly||The Abandonment Rate will be calculated by dividing the number of calls in the queue to be answered by a live representative or automated resolution process, which are terminated after 300‐second speed of answer, prior to answer, by the total number of calls in the queue to be answered by a live representative or automated resolution process, with the result expressed as a percentage. The clock starts when the initial VRU message completes or the end user selects an option.|
|Priority 1||95% of incidents resolved within 12 hours||Monthly||Monthly||Unplanned interruption rendering the service un‐available; no work‐around exists|
|Priority 2||95% of incidents resolved within 3 days||Monthly||Monthly||Unplanned interruption or loss of functionality resulting in a significant impact to key hotel processes or guest satisfaction. A temporary workaround is available.|
|Priority 3||95% of incidents resolved within 7 days||Monthly||Monthly||Services are un‐ Available for a single User or small percentage of users are affected or minor function(s) not working causing non‐ critical work to back up. No noticeable impact to guest satisfaction|
|Priority 4||95% of incidents resolved within 30 days||Monthly||Monthly||Inconvenience – The System is causing a minor disruption in the way tasks are performed, but does not stop workflow. Able to accomplish all functions, but not as efficiently as normal. May include cosmetic issues.|
|Percentage of Root-Cause Analysis||90% within 3 Business Days of the Incident||Monthly||Monthly||= (a) the number of RCAs for Priority 1 and 2 Incidents completed within 3 Business Days during a Measurement Window, divided by (b) the total number of RCAs required to be completed for Priority 1 and 2 incidents during a Measurement Window, expressed as a percentage.|
Throughout the term of this Agreement and any renewal term, Supplier shall purchase insurance with its own funds (and shall cause subcontractors and sub-subcontractors to purchase and maintain insurance) with insurers having an A.M. Best Rating of A-VII or better, the minimum types and amounts of insurance set forth below:
IHG, its subsidiaries, parents, licensees, and Affiliates shall be named as additional insureds with respect to Supplier's policy or policies for coverages 3-4 above.
Prior to seven (7) business days of the start of work for this Agreement, Supplier shall deliver to the Risk Management Department of IHG at Three Ravinia Drive, Suite 100, Atlanta, GA 30346 satisfactory evidence of the described insurance coverages on a certificate of insurance.
The certificate of insurance is to include a waiver of subrogation in favor of IHG and additional insured status as outlined above for the general liability and automobile liability policies. Failure of IHG to demand such certificate or other evidence of full compliance with these insurance requirements or failure of IHG to identify a deficiency from evidence that is provided shall not be construed as a waiver of Supplier's obligation to maintain such insurance. The fulfillment of these insurance obligations shall not relieve Supplier of any liability assumed by Supplier in this Agreement or in any way modify Supplier's contractual or common law obligations to indemnify IHG.
This Schedule 5 (Data Protection) sets forth additional terms and conditions with respect to IHG Personal Data. Capitalized terms not otherwise defined in this Schedule 5 (Data Protection) have the respective definitions assigned to them in other parts of this Agreement.
IHG PERSONAL DATA. Without limiting Supplier's obligations under Section 7.3 (Security) of this Agreement or otherwise with respect to the security of IHG Personal Data, the following shall apply:
This Amendment No. 1 to the Master Services Agreement(this “Amendment”) is made and entered into this 21stday of April, 2017(“Effective Date”) by and between Quore Systems, LLC (“Vendor”) and Six Continents Hotels, Inc. (“Customer”).
WHEREAS, Customer and Vendor entered into a Master Services Agreement dated June 03, 2016 (the “Agreement”);
WHEREAS, Customer and Vendor wish to add a service module to Schedule 3 of the Agreement.
NOW THEREFORE, for good and valuable consideration, the parties agree to amend Schedule 3 of the Agreement as follows:
1.On the date, to be mutually agreed, that 500 properties are under active contracts, the API module shall be added to their subscription. These 500 properties shall be entitled to, and receive a perpetual waiver of Base Price/Property (API module fees), meaning that their total subscription pricing shall remain unchanged, and will not be subject to a retroactive pricing increase.
The 500 properties selected for the perpetual waiver will be identified during the rollout of the Mobile Guest Requests (MGR) project.The first 500 properties to receive enablement of the MGR module will constitute the waived properties.
Pricing shall be as detailed in the pricing matrix in section 2;for properties that execute contracts as of the date of this amendment going forward, and are not included in the 500 properties referenced above.
2. Schedule 3 -Pricing. Quore offers the following pricing:
|Select Service||Full Service|
|Quore||Base Price/Property**||$ 15.00||$ 25.00|
|Per Room||$ 1.00||$ 1.00|
Not to Exceed
|$ 135.00||$ 175.00|
|Module||Select Service||Full Service|
|Quore Connect***||$ 35.00||$ 50.00|
|Quore Cleaning Plus||$ 50.00||$ 80.00|
* Monthly Pricing
** Includes Quore API module
*** the per month fee for Quore Connect includes 3,000 total incoming and outgoing text messages per select service and 5,500 per full service properties. Monthly message totals in excess of those limits will incur an additional charge of $0.0125 per text and will be billed separately. International overage charges may vary.
--- Hotel Classification Breakdown ---
Holiday Inn Express Hotels
InterContinental Hotels & Resorts
Hualuxe Hotels & Resorts
Holiday Inn Hotels
Crowne Plaza Hotels & Resorts
3. Effect on the Agreement. Except as specifically amended or modified by this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect. Capitalized terms used but no otherwise defined in this Amendment shall have the meanings assigned to such terms in the Agreement.
4. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which, when taken together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized representatives as of the Effective Date.
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