Terms and Conditions
STR GLOBAL DATA PARTICIPANT TERMS AND CONDITIONS
1. Duration; Termination.
1.1 Client agrees to participate in the selected STR Programs for a period of twelve (12) months, commencing on the date Your signed enrollment form is received and acknowledged by STR (the "Initial Term"). Unless earlier terminated in accordance the terms and conditions contained herein, the Agreement shall automatically renew upon the expiration of the Initial Term for successive twelve (12) months terms ("Renewal Terms" and collectively with the Initial Term, "Term(s)"), subject to any agreement by the Parties to adjust the fee or to modify any other terms and conditions.
1.2 If prior to the expiration of a Term, either Party determines that it does not want to renew the Agreement for an additional Term, for any reason, the terminating Party will provide the non-terminating Party with written notice of the decision not to renew no later than sixty (60) days prior to the end of the current Term. If no such notice is received, the Agreement will automatically renew for an additional Term, and Client will be obligated to participate in the selected STRG Programs and pay any corresponding fee that may be due for the entire next Term.
2. STR STAR Global Benchmarking Program: Submission of Hotel Data; Delivery of Reports (For STAR Global Benchmarking Licensees).
2.1 Client shall submit its raw monthly hotel performance data to STR by the tenth (10th) day of each month of the Term in order to receive a report for the previous month. Client's raw weekly and daily hotel performance data shall be submitted to STR at the times specified by STR in order to receive weekly and daily reports for the prior week or day. All raw hotel performance data submitted by Client under this Agreement shall be referred to herein as "Hotel Data" and is defined as supply (rooms available), demand (rooms sold), and revenue.
2.2 Depending on the reports that Client has elected to receive, STR will generate for Client twelve (12) Monthly dSTAR/Survey Reports and (if selected) 12 Monthly Bandwidth/RPM Reports on or about the last day of each month during the Term. If Client elects to participate in the Weekly STAR Survey, reports will be delivered on or about each Wednesday via e-mail. If Client elects to participate in the Daily STAR Survey, reports will be delivered at the time specified by STRG in the welcome message and/or STR reminder e-mails.
2.3 STR is under no obligation to produce any report if Client's Hotel Data is not received prior to the specified deadlines. If Client requests a report even though the Hotel Data was submitted late, a processing fee of $75.00 (US) will be assessed to generate a current report.
2.4 Client shall complete the attached enrollment form in order to establish Client's Competitive Set (Selected Competitors), or those properties whose performance will be compared against Client's performance each month, each week (if Client participates in the Weekly STAR Survey), and each day (if Client participates in the Daily Star Survey).
2.5 STR does not guarantee that the hotel data will be received every month, week, or day from every Selected Competitor even if the Selected Competitor has agreed to participate in the STR Program.
2.6 Client's Hotel Data will be true, correct, and complete, and STR will have no obligation to audit it.
3. STR Forward STAR: Submission of Booking Data; Delivery of Reports (For Forward STAR Licensees).
3.1 Client shall submit its current reservation data ("Booking Data") to STR on the first Monday following the Client's enrollment and every Monday before midnight thereafter through the Term. Client's Booking Data shall contain the number of rooms booked on a room booking basis, rather than a berth or occupant basis. The Booking Data is defined as any room which has been booked that has a contracted agreement in place and is being subtracted from the total available inventory. Booking Data shall not include room price or "rack rate" information.
3.2 Booking Data may be submitted to STR in the following ways: (1) via and automated electronic feed; (2) by completing and submitting the Booking Data on a form to be provided by STR upon Client's request; or, (3) by any other method approved in advance by STR.
3.3 If the Booking Data is submitted via an automated electronic feed, this will enable STR to collect data for the next three hundred sixty-five (365) days on a weekly basis. If Client submits Booking Data via another mechanism, this will allow STR only to collect data for the next ninety (90) days on a weekly basis and for the next three hundred sixty-five (365) days on a monthly basis. Client shall automatically be signed up to receive a weekly report showing its performance against either its submarket or its competitive set over the next ninety (90) days by every Wednesday. By every first Wednesday of the month, Client will also receive a monthly report showing performance against its submarket over the next three hundred sixty-five (365) days period.
3.4 Client shall receive the first Forward STAR Report in its subscription (whether the ninety (90) day report of the three hundred sixty-five (365) day report) no later than two (2) weeks following enrollment, provided at least one weekly data submission has been received by STR. Subsequent ninety (90) day reports will be delivered to the Client no later than two (2) days after the Booking Data is initially submitted. If Client is also eligible for the month three hundred sixty-five (365) day report, Client shall receive such report at the same time as the ninety (90) day report during the first full week of each month.
3.5 STR is under no obligation to produce any report if Client's Booking Data is not received prior to the deadlines set in this Section 3. If Client requests a Forward STAR Report even though the relevant Booking Data was submitted late, a processing fee of $75.00 (US) will be assessed to generate a current report.
3.6 STR will require sufficient participation from hotels in order to produce reports for the relevant submarket and/or, if applicable to Client, competitive set data. Therefore, if an insufficient number of hotels provide data, this may result in either a delay or cancellation of delivery of Client's reports for the given reporting period. If STR anticipates that such delay or failure to report is likely to occur, STR shall notify Client immediately. Such delay or failure shall not be considered a breach of this Agreement.
3.7 Client's Booking Data will be true, correct, and complete, and STR will have no obligation to audit it.
4. AM:PM Hotel Database: License and Restrictions (For AM:PM Licensees).
4.1 Grant of License. Subject to the applicable terms and conditions of this Agreement, and except as may be expressly permitted or limited elsewhere herein, STR hereby grants to Client a non-exclusive, non-transferable, indivisible, non-sublicensable license to use, copy, manipulate, and extract data from the materials available on the AM:PM Hotel Database.
4.2 Use of Materials Available on AM:PM Hotel Database. The Client and its Permitted Users (as that term is defined in Section 6.4) may only use the materials available in the AM:PM Hotel Database for the sole purpose of the private or business research purposes of the Client, and such business research purposes shall include, but is not limited to, the use of AM:PM Database materials for the provision of: valuation reports, feasibility studies, credit or risk reports, or other research.
4.3 The Client and any of its Permitted Users may (in respect to the AM:PM Hotel Database materials) (a) display such materials on its computer screen, (b) print extracts included in such materials, and (c) download such materials, provided that it is downloaded in accordance with the following Download Restrictions: (a) the relevant part of the AM:PM Hotel Database materials shall be stored in machine readable format and stored and used only for one named person's exclusive use (and for the avoidance of doubt, that person shall be the Client (in the case where the Client is an individual) or one Permitted User whose name and contact details have been supplied to and confirmed by STR; (b) no graphics or other items on the AM:PM Hotel Database website may be used separately from the corresponding text; and, (c) STR's copyright and trademark notices must appear in all copies and other reproductions. All copies of any part of the AM:PM Hotel Database materials (held in any format) shall remain the property of STRG.
4.5 STR shall use reasonable endeavors to ensure that the services provided through the AM:PM Hotel Database website are available twenty-four (24) hours per day, but shall not be liable if for any reason the AM:PM Hotel Database website is unavailable at any time period. Access to the AM:PM Hotel Database website may be suspended temporarily and without notice in the case of a system failure, maintenance, repair, or for reasons beyond the reasonable control of STR.
4.6 Restrictions on Use. Neither the Client nor any Permitted User may: (a) permit any unauthorized person to access or view any part of the AM:PM Hotel Database materials or sell, transfer, assign, or make any of the AM:PM Hotel Database materials available to any unauthorized person (including on a local area network, a wide area network, or any intranet or extranet) and/or permit any distribution or delivery of any part of the AM:PM Hotel Database materials to any unauthorized person; (b) abstract, download, store, reproduce, transmit, display, copy, distribute, or use the AM:PM Hotel Database materials, in whole or in part, other than solely for the purpose of the private or business research purposes of the Client; (c) decompile, disassemble, or reverse engineer any of the computers, software programs, databases, or other systems, in whole or in part, used by STR; (d) use the AM:PM Hotel Database materials for any illegal purpose; (e) make any password provided by STR available to any unauthorized person; (f) use the AM:PM Hotel Database materials to produce other derivative documents containing any part of them; (g) modify any of the underlying data of any AM:PM Hotel Database materials in any way or use any illustrations, photographs, video, or audio sequences or any graphics separately from any accompanying text; (h) obscure or remove any copyright or trademark notices that appear on the AM:PM Hotel Database materials; or, (i) use any part of the AM:PM Hotel Database materials for any promotional or advertising material. If any part of the AM:PM Hotel Database materials are copied or reproduced by Client in any form, including a summary or analysis, Client shall ensure that STRG is clearly attributed as follows: "SOURCE: STR, INC. – REPUBLICATION OR OTHER RE-USE OF THIS DATA WITHOUT THE EXPRESS WRITTEN PERMISSION OF STR IS STRICTLY PROHIBITED."
5. Use Of, Rights In, and Confidentiality of Data and Reports.
5.1 The Parties' respective raw Hotel Data, aggregated Hotel Data, Booking Data, other aggregated and/or processed data, financial information, and any other information provided by one Party to another under this Agreement constitutes the disclosing Party's trade secrets, confidential and proprietary information that is non-public in nature and is of competitive value to each Party ("Confidential Information") and shall not be disclosed to any third parties unless expressly permitted in this Agreement or by written consent of the non-disclosing Party. Neither Party obtains title to or an ownership interest in the other Party's Confidential Information. Confidential Information shall be confidential; irrespective of whether it is expressly designated so, including all STR data which is automatically confidential, whether before or after the effective date of this Agreement. Each Party will use the same means as it uses to protect its own confidential information, but in any event no less reasonable means, to protect Confidential Information.
5.2 Client shall not intentionally or knowingly use, quote or restate STR data or reports for the purpose of misleading third parties or damaging the reputation of STR, and its products. In the event Client engages in such conduct, STR shall have the right to terminate this Agreement immediately and without notice.
5.3 Client may copy, distribute or reproduce STR's Confidential Information and the data contained therein only to Permitted Users. Permitted Users include those employees, agents, owners, franchisees, management companies, and legal and/or tax representatives of the Client who have a need to know the information for the purpose of Client's internal business operations and who have an obligation to keep such information confidential. For the avoidance of doubt, Permitted Users do NOT include consultants, business intelligence solution providers, revenue management software providers, online travel agents ("OTAs") and other similar third parties. Client shall first obtain each Permitted Users' written agreement: (a) that STR does not owe them a duty of care; (b) that they will only use the Reports for the internal business operations of Client or for advising Client on those operations; and, (c) that the Permitted User will keep the Reports confidential. Unless Client has obtained STR's express written consent, which shall be set forth in a separate agreement, Client shall NOT share STR Confidential Information with any party which is not a Permitted Use (this includes sharing all or any part of a dSTAR Report), nor shall any such party be added to any STR distribution list or given login access to the STR website (see below). Client shall be liable for any breach of confidentiality by Permitted Users. Client may also disclose STR's Confidential Information to, in whole or in part, in external presentations, advertising or marketing materials, only upon obtaining STR's prior consent, which shall not be unreasonably withheld or delayed. Any and all copies of any Report that is made, copied or reproduced by Client must include the following attribution: "Source: STR Global, Limited 20__ ." Client will notify STR, in writing, of any violations of this provision within ten (10) days after it becomes aware of such violation.
5.4 STR may disclose Client Confidential Information to its employees, agents, associated companies and sub-contractors who have a need to know such information for the purposes of STR's business operations and who are under a duty to keep the information confidential. More particularly, with regard to Client's raw Hotel Data, STR may aggregate any such data with equivalent data provided to it by the other hotels (each of which participate in the STR Benchmarking Program) in the applicable competitor set, or other market level aggregates, and made available to that participant in that aggregated format. STR also reserves the right to use and reproduce aggregate portions of Client's raw Hotel Data in its monthly, weekly and daily publications. However, except where STR may identify Client among all of those hotels that provided data for a report ("Participation List"), nowhere in those reports or publications shall any of Client's data be directly or indirectly attributed to or associated with Client. STR may also make certain Client Confidential Information available to those management companies which are affiliated with Client in the form of Reports, including, but not limited to, dSTAR/Survey Reports . Client agrees to its Hotel Data being transferred to STR's (or its subcontractors) locations in countries outside of the European Economic Area, and the Client's country of residence, to the extent necessary to process the Hotel Data, whether or not such countries have data protection laws, provided that all applicable data protection or privacy laws are complied with.
5.5 (For Clients in France, Morocco and Tunisia) In France, Morocco and Tunisia, STR has a partnership with In Extenso, wherein each party shares its respective client data with the other, for the purpose of improving their respective product offerings in the French and Moroccan markets. Client understands that data sent from Client to STR will be shared with In Extenso, solely for this purpose. Further, STR warrants that In Extenso is contractually obligated to STR to maintain the confidentiality of Client's individual performance data. By signing this Agreement, Client expressly consents to the sharing of its data as stated herein.
5.6 (For Clients in Germany) In Germany, STR has a partnership with Fairmas GmbH, wherein each party shares its respective client data with the other, for the purposes of improving their respective product offerings in the German market. Client understand that data sent from Client to STRG will be shared with Fairmas GmbH, solely for this purpose. Further, STR warrants that Fairmas GmbH is contractually obligated to STR to maintain the confidentiality of Client's individual performance data. By signing this Agreement, Client expressly consents to the sharing of its data as stated herein.
5.7 Nothing stated in this Agreement will prevent either Party from disclosing the other Party's Confidential Information which is (a) already known by the recipient Party without an obligation of confidentiality other than pursuant to this Agreement; (b) publicly known or becomes publicly known through no unauthorized act of the recipient Party; (c) rightfully received from a third party; (d) independently developed; (e) disclosed without similar restrictions to a third party by the Party owning the Confidential Information; (f) approved by the other Party for disclosure; or, (g) required to be disclosed pursuant to a requirement of a court, governmental agency or law so long as the disclosing Party provides the other Party with sufficient notice of such disclosure so that the other Party can lodge or file any objections to the request.
5.8 The confidentiality provisions set out in this section shall survive the termination of this Agreement for any reason whatsoever.
6. General Provisions.
6.1 Data Protection. STR may utilize limited personally identifiable information, in the form of the business contact information of Client’s employees (“Personal Data”), in order to provide services under this Agreement. STR shall not request or process any hotel guest personal information. STR shall abide by any and all applicable laws, rules or regulations regarding the privacy of such Personal Data. To the extent necessary to effectuate the transfer of such personal information from the EU to the UK, the parties hereby enter into the Controller-to-Controller SCCs as approved by the European Commission under Decision 2004/915/EC, found here http://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A32004D0915 and made a part of this Agreement in their entirety. STR may engage third parties to assist STR with the provision of the STR Programs, in which case, STR shall require such third parties to protect such Personal Data with appropriate safeguards, keep such Personal Data confidential, and only process such Personal Data for the purpose for which it was disclosed.
6.2 Warranties; Exclusions; Disclaimers; Indemnity. Client acknowledges that Reports are generated from information received through independent surveys and research from sources considered reliable in the hotel industry. STR uses its best efforts to insure the information contained in its Reports, including the aggregated data therein, is accurate and complete. However, STR has no control over and takes no responsibility for the accuracy and validity of the raw Hotel Data provided by hotel chains and properties for its Reports. EACH REPORT IS PROVIDED TO CLIENT "AS IS" WITHOUT WARRANTY, WHETHER EXPRESS OR IMPLIED, AS TO ITS PERFORMANCE, MERHCANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE OR RESULT. NO THIRD PARTY RIGHTS WERE VIOLATED BY STR IN THE PREPARATION OF OR DELIVERY OF THE REPORTS TO CLIENT. THE INFORMATION IN THE REPORTS IS NOT, AND SHOULD NOT BE CONSIDERED, TAX, ACCOUNTING, LEGAL OR INVESTMENT ADVICE.
Nothing in this Agreement shall limit the liability of the Parties for death or personal injury caused by negligence, or for fraudulent misrepresentation.
On demand from STR, Client will indemnify STR against all actions, claims or proceedings brought or threatened by your professional advisers, the owners or franchisees of your hotel(s), if applicable, or any other party, and any liabilities, losses, damages, costs, and expenses relating thereto arising from the provision to them by you of STR's Reports, save where caused by our fraud. Client also agrees to indemnify STR, on demand, against all liabilities, costs, claims, losses, or expenses incurred by or made against us as a result of any breach by Client or any Permitted User of the terms of this Agreement.
6.3 Default. In the event that Client does not make any payment that is due and owing under this Agreement, STR shall be under no obligation to deliver Reports to Client until such time as the overdue payment is paid, and STR's continuing to provide such reports shall not constitute a waiver of Client's obligation to make payments. If Client fails to make payment for forty-five (45) days, STRG may notify Client of its delinquency by written notice. If thirty (30) days after receiving written notice from STR, Client continues to fail to make payment, STR shall have the right to terminate this Agreement immediately upon written notice. For the avoidance of doubt, this Default provision shall not apply to any survey-only clients. STR shall have the right to recover from Client any reasonable legal expenses it may incur in collecting overdue payment from Client.
6.4 Distribution List; Website. Client may select certain Permitted Users to receive Reports via e-mail distribution. ("Distribution List"). In addition, Client may select certain of its Permitted Users to view and access Client's Reports, data, and competitive sets on STR's Digital Platforms through an STR-assigned login and password. “STR's Digital Platforms” means all of STR's hardware, software, and code, including but not limited to: www.str.com, any str.com subdomain, dSTAR tools, STR's online customer portal, Licensee's credentials to access the port, and all STRG digital materials and information located on or accessed through these sites.
Client shall provide STR with the names and e-mail addresses of those individuals who are Permitted Users (“Distribution List”). Client shall notify STR when the e-mail address belonging to a Permitted User is modified so that STR can make the change on the Distribution List. Client shall also notify STR when any individual Permitted User leaves its employment or is otherwise no longer affiliated with Client so that STR can remove the name from the Distribution List, and deactivate the Permitted User's e-mail address and/or login and password. If Client fails to so notify STR, STR will not be responsible for any subsequent unauthorized receipt of STR Reports, subsequent unauthorized access to STR's website, or any other breach of the confidentiality provisions herein that may occur should a Permitted User continue to receive reports or to use the assigned login and password to access the website after he or she is no longer employed by or otherwise affiliated with Client.
6.5 Assignment. Client is prohibited from assigning its rights under this Agreement or delegating any of its duties under this Agreement without prior written consent of STR.
6.6 Entire Agreement; Modification; Translation; No Third Party Beneficiaries. This Agreement represents the entire understanding between the Parties and there are no representations, agreements, or understandings, either oral or written, other than those set forth herein. Any modification to this Agreement shall be in writing signed by both Parties. Should this Agreement or any attachment be translated from English, and unless otherwise agreed to by the Parties separately in writing, the English version of this Agreement, and any attachment or document incorporated herein by reference, shall be the controlling document. Unless otherwise specifically stated, the terms of this Agreement are intended to be and are solely for the benefit of STR and Client and do not create any right in favor of any third party.
6.7 Limitation of Liability. Client agrees that STR shall not be liable for damages, including consequential damages, resulting from the use of its data and Reports to the extent such damages arise from and are due to incorrect, inaccurate or invalid raw data. STR's total liability under this Agreement shall be limited to two times (2x) the total of all payments made by Client to STR during the twelve (12) months immediately preceding date the cause of action first arose.
6.8 Taxes. STR shall be responsible for any tax on the sale of goods for which it may be responsible under applicable laws and treaties. Client shall be responsible for any tax on the purchase of goods for which it may be responsible under applicable laws and treaties, including withholding tax
6.9 Choice of Law and Jurisdiction. This Agreement shall be construed exclusively in accordance with the laws of England. The Parties irrevocably agree that the Courts of England shall have non-exclusive jurisdiction to settle any disputes (including claims for set-off and counterclaims) which may arise in connection with the validity, effect, interpretation of, performance of, or the legal relationship established by this Agreement or otherwise arising in connection with this Agreement. Nothing in this Agreement shall prevent either Party from seeking an interim injunction in any court of competent jurisdiction.
6.10 Severability. The provisions of this Agreement shall be deemed severable and if any portion shall be held invalid, illegal, or unenforceable for any reason, the remainder of this Agreement shall be effective and binding upon the Parties.
6.11 Cybersecurity. Client shall use STR's Digital Platforms and related software in accordance with all applicable laws, rules, and regulations.
Client shall not introduce or permit to be introduced any file, device, software, or routine that interferes or attempts to interfere with STR's Digital Platforms or any part hereof, including, but not limited to, any virus, worm malicious code, trojan horse, or any other contaminating or destructive feature.
Client agrees not to resell, lease, or sublicense to any third party the use of or access to STR Digital Platform and/or related software. Client also agrees not to reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code of the components of the STR Digital Platform and/or related software.
Client shall be solely responsible for obtaining and using its own anti-virus, anti-trojan, anti-malware, and internet security software and appliances. STR does not warrant that STR's Digital Platforms, the Licensed Materials, or the applicable host server(s), or any data viewed from or downloaded from STR's Digital Platforms, will be safe or free from viruses, worms, trojan programs, or other malware or destructive mechanisms. Client is solely responsible for using appropriate internet and network security devices and/or software to ensure that no third parties take advantage of the fact that Client's computers are connected to the internet or are accessing STR's Digital Platforms through the internet.
Violation or default by the Client on any requirements or restriction set forth in this Section 5.10 shall constitute a breach of a material provision of this Agreement.
6.12 Notices. Any notices, statements, and other communications to be given under the terms of this Agreement, or otherwise related to this Agreement, shall be provided in writing and shall be deemed to have been given upon (a) personal delivery; (b) the second business day after mailing; (c) the second business day after sending by confirmed facsimile; or, (d) the second business day after sending by confirmed e-mail. Notices to Client shall be addressed to the attention of its principal contact as identified on the contact information sheet. Notices to STR shall be addressed to the attention of its Managing Director.