1. Services Offered & Terms of Service. Client acknowledges that Hotel for Hope’s primary revenue is derived from commissions related to site selection and management of actualized room nights booked and used by the Client. By committing room nights to a RoomFunding project, client agrees to utilize Hotels for Hope for hotel site selection and include Hotels for Hope as the agency on record for any signed hotel contracts. Failure to use Hotels for Hope may result in the termination of services and reduction of room nights from RoomFunding project. Hotels for Hope may seek damages against a Client who use Hotels for Hope for site selection yet fails to include Hotels for Hope as the agency of record.

2. Charitable Donations & Commissions Disclosure. Hotels for Hope receives a standard commission for finding and managing the hotel demands of the Client. Additionally, each of Hotel for Hope’s contracted hotels are asked to include a $1 charitable contribution per room night booked, which Hotels for Hope matches, dollar-for-dollar. Clients can expect to see terminology to this effect within their hotel(s) contract(s).

3. Site Selection as Compensable Service & Damages. Client acknowledges that while Hotels for Hope does not directly charge the Client for site selection, Hotels for Hope does make a substantial effort in its site selection process and receives its revenue from being listed as the agency of record in the contract between the Client and the hotel(s). If Client elects to use a hotel that Hotels for Hope provided in their site selection reports to the Client, yet does not include Hotels for Hope as the agency of record when booking such site, Client acknowledges that Hotels for Hope may charge the Client directly for lost commissions. The amount of damages shall be based upon the expected commissions that would have been earned by Hotels for Hope had Hotels for Hope been included as agency of record on the contract between Client and the hotel.

4. Payment of Monies. Client shall be responsible for making timely payments to Hotels for Hope for the services contracted for by this Agreement and in accordance with the Payment Terms agreed to by Client. Late payments incur a 1.5% past due charge every 2 weeks until the full balance is paid. If owed funds remain unpaid, Hotels for Hope reserves the right to terminate services provided by this Agreement.

6. Logo Usage.

• A. Hotels for Hope grants to Client a limited, non-exclusive sublicense to use the Licensed Marks during the term of this Agreement. Client shall be prohibited from transferring, sublicensing or assigning its rights to use the Licensed Marks. In the event of a breach of this Agreement by Client, Hotels for Hope may require the removal of the Licensed Marks at any time from any materials developed in connection with the Event. Hotels for Hope and Client agree that all right, title and interest in and to the Licensed Marks shall inure to the sole benefit of Hotels for Hope.
• B. Client grants to Hotels for Hope a limited, non-exclusive license to use the Client name and logo provided by the Client for the sole purpose of acknowledging the Event and in any design services provided by Hotels for Hope; provided, however, that any other use by Hotels for Hope of intellectual property rights owned by Client requires Client’s prior written consent.
• C. Client acknowledges that, if Client provides Hotels for Hope a logo or any other intellectual property owned by a Third Party to use in the design aspect of the Service Package, Client has requested and received confirmation that it has the legal right to use the Third Party’s logo.

7. Permission to Link. Hotels for Hope may grant Client permission to provide a link from its website to the Hotels for Hope website. Hotels for Hope reserves the right to withdraw such permission at any time in the future, but any such withdrawal shall not terminate or otherwise modify this Agreement. Upon termination of the Event or this Agreement, whichever is earlier, and in the event such permission to link is granted to Client shall have fourteen (14) days to remove the above-referenced link from its website.

8. Indemnity. Each party agrees to indemnify and hold the other party harmless from and against any and all costs, losses or expenses, including reasonable attorneys’ fees, that the other party may incur by reason of (a) the indemnifying party’s negligence or intentional misconduct or (b) any claim(s) or law suit(s) brought by a party that is not a party to this agreement arising out of, or in connection with, (i) the indemnifying party’s performance or failure to perform pursuant to this agreement or (ii) any service or product sold or provided by the indemnifying party in connection with the event.

Indemnity relating to attrition. Client agrees to indemnify and hold hotels for hope harmless from and against any and all costs, losses or expenses including reasonable attorneys’ fees that the client may incur by reason of hotel attrition. Hotels for hope is not financially responsible for the client’s event pick up and room night consumption.

Indemnity relating to third party logo usage. Client agrees to hold hotels for hope harmless and to indemnify hotels for hope for and against any and all costs, losses, expenses, or claims in equity, including reasonable attorneys’ fees resulting from any claims arising out of the unlicensed use of a trademark or logo that was provided by client.

Indemnity relating to social integration. Client agrees to hold hotels for hope harmless and to indemnify hotels for hope for and against any and all costs, losses or expenses, including reasonable attorneys’ fees resulting from any issue arising out of client’s integration of their event with any social networking platform that is supported by hotels for hope. Hotels for hope shall not have the duty to monitor any comments posted to social networking sites regarding the client’s event and client agrees to abide by the social networking site’s terms of service.

Indemnity relating to information provided in attendee rooming lists. Hotels for hope may provide client with contact information of attendees who attend client’s events. Client agrees to hold hotels for hope harmless and to indemnify hotels for hope for and against any and all costs, losses or expenses, including reasonable attorneys’ fees resulting from any claimed or actual misuse of information by the client with regards to any attendee information provided to the client. Client acknowledges that hotels for hope merely provides the information to the client and has no control over what client chooses to use the information for.

9. Entire Agreement. This Agreement supersedes any prior understandings or oral agreements between Hotels for Hope and Client regarding the subject matter hereof and constitutes the entire understanding and agreement of such parties with respect to the subject matter hereof. There are no agreements, understandings, representations or warranties between Hotels for Hope and Client regarding the subject matter hereof other than those set forth herein.

10. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of Travis County, State of Texas. Any dispute arising out of or in connection with this Agreement shall be filed and heard in the state or federal courts of Travis County, State of Texas, and the parties consent to the exclusive jurisdiction of such courts.