Date of Last Revision: August 19, 2024

These TERMS AND CONDITIONS (the “Agreement”) are agreed to as of the Terms & Conditions acceptance date (the “Effective Date”) by and between SAFARA TRAVEL, INC. (“Company”) and the entity identified as “Hotel” (the “Hotel”). This Agreement governs the Company’s advertising, marketing, selling, and offering of order, reservation, purchase, payment, and digital guest experience services for and on behalf of the Hotel on Company-owned channels, including but not limited to www.safara.com and the Safara iOS application (collectively the “Platform”). Company and Hotel shall be bound by this Agreement, which may be amended from time to time at Company’s sole discretion and with appropriate written notice to Hotel.

1. Commencement: This Agreement begins on the Effective Date and shall continue unless and until terminated in accordance with Section 9.
2. Company Obligations: The Hotel hereby appoints the Company, and the Company hereby accepts appointment, as a non-exclusive provider of order, reservation, purchase, payment and digital guest experience services for booking and managing accommodations at the Hotel (the “Booking”). The Company shall advertise, market, offer for sale, and accept orders, reservations, purchases, and payment services for accommodations on behalf of and directly from the Hotel. Upon each Booking made on the Platform, the Company and Hotel shall promptly and programmatically provide the Hotel with the associated reservation details and customer identifying information. The Company shall accept all payments for the Booking as the merchant of record. The cancellation policy for Bookings shall be set by the Hotel for each rate type and honored by the Company according to the cancellation terms for each reservation.
3. Hotel Obligations: Each Booking shall be a binding contract solely between the Hotel and each respective customer (the “Customer”). The Hotel shall endeavor to make all reasonable efforts to accept, perform, and not cancel any Bookings from the Platform and will transmit necessary information and reservation confirmation for each Booking to the Company and the Customer. Upon each Booking made on the Hotel’s website, the Hotel shall promptly and programmatically provide the Company with the associated reservation details and customer identifying information. The Hotel shall provide the Company with accurate, complete, and reliable information. The Hotel will comply with applicable law, rules, and regulations. The Hotel has and shall maintain all necessary licenses, permits, and comply with all applicable laws and regulations.
4. Safara 360 Program Participation: Safara 360 is a program designed to enhance the guest experience by providing the Hotel’s customer with a digital customer experience via the Safara Platform. Under this program, the Hotel agrees to share customer and reservation data for all bookings made directly on the Hotel’s digital booking platform with the Company. This data sharing is essential for delivering the Safara 360 digital customer experience, allowing guests to manage their bookings and access additional features to enhance their overall experience with the Hotel. Participation in Safara 360 is at the Hotel’s discretion, and the Hotel may join or exit the program at any time by providing notice to the Company in accordance with Section 9.
5. Payment Terms: The Company will collect payment from the Guest and be the Merchant of Record for each Booking made on the Platform. Refunds for each Booking, according to the terms and conditions set by the Hotel for each rate type, shall be processed by the Company. Additionally, until June 30, 2025, all OTA Commissions paid by Hotel for bookings made on the Platform will be returned to the hotel less any credit card processing fees incurred with each Booking. Starting with the commencement of this agreement, at the end of each month, and no later than seven (7) business days into the new month, the Company shall remit via ACH bank transfer the aggregate sum commissions paid by Hotel for all Platform Bookings with a check-out date in the prior month, less the aggregate sum of payment processing fees equal to 2.9% of the aggregate sum of the retail rate from all Bookings. The retail rate is defined as the room rate total charged to the Customer for each Booking, exclusive of taxes, fees, and amount due at the Hotel property, if applicable. After June 30, 2025 a 5% fee will be incurred per Booking made via the Platform.
6. License; Intellectual Property Rights: Unless otherwise agreed to in writing, the Hotel hereby grants the Company a limited, worldwide, royalty-free, revocable license and right to use, incorporate, publicize, promote, market, distribute, create derivative works from, and exploit without further notice or consent all of the Hotel’s intellectual property rights (“Background Rights”), including, without limitation, trademarks, imagery, trade names, and logos, in connection with this Agreement. All Background Rights shall remain the sole and exclusive property of the Hotel, except that any material created by the Company that does not contain or has the Background Rights removed, at any time, shall be the sole and exclusive property of the Company. All rights in and to the Platform shall be retained by the Company, and no rights thereto shall be conferred by implication, estoppel, or acquiescence.
7. NO WARRANTY; LIMITATION OF LIABILITY: NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES, INCLUDING LOST PROFIT OR GOODWILL, ARISING FROM, RELATING TO, OR BY REASON OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS AND GRANTS NO WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. EXCEPT FOR INDEMNIFICATION OBLIGATIONS, EACH PARTY’S LIABILITY TO THE OTHER SHALL BE LIMITED TO THE FEES ACTUALLY PAID AND RECEIVED HEREUNDER.
8. Representations: Each party represents to the other party that it intends to be bound by this Agreement, and it is duly authorized to execute and deliver this Agreement, to enter into Transactions contemplated hereunder and to perform its obligations hereunder and has taken all necessary action to authorize such execution, delivery, and performance, and the person signing this Agreement on its behalf is duly authorized to do so on its behalf. Except as otherwise stated herein, any obligation or performance required herein shall be performed promptly and not longer than seven (7) days.
9. Termination: The Hotel may terminate using the Services of the Company at any time for any reason, with or without cause. The Company may refuse Services and terminate the Hotel from the Platform without cause with no less than 30 days written notice, or at any time with cause at the Company’s sole discretion.
10. Force Majeure: In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, failure of carrier or utilities, equipment or transmission failure or damage that is reasonably beyond its control, or any other cause that is reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes. Performance under this Agreement shall resume when the affected party or parties are able to perform substantially that party's duties.
11. Confidentiality: Each party shall maintain confidentiality and not use or disclose for any purpose other than as authorized by this Agreement any non-public and proprietary information of the other party that contains a “confidential” or similar designation. This provision survives any termination of this Agreement for so long as the information remains a “trade secret” under applicable law.
12. Insurance and Indemnification: During the term of this Agreement, the Hotel shall maintain sufficient insurance from a nationally reputable insurer to cover, and shall indemnify, defend, and hold the Company harmless from and against, any and all liability arising from, relating to or by reason of this Agreement.
13. Governing Law; Arbitration: This Agreement shall be governed by the internal laws of the State of California, and any and all issues, controversies, and disputes arising from, relating to, or by reason of this Agreement, including any claim sounding in equity, tort, statute, or otherwise, shall be fully, finally, and completely settled by arbitration in California, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award rendered by the sole arbitrator may be entered in any court having jurisdiction. Each party consents to the jurisdiction of such venue, and no other venue shall have jurisdiction hereof.
14. Miscellaneous: This Agreement constitutes the entire agreement between the parties with respect to its subject matter, except for any future amendments, modifications, or changes to the Agreement on the Platform. No waiver shall be deemed or construed to have occurred unless contained in a written agreement signed by the party alleged to have conducted the waiver. This Agreement shall not be assignable by either party without prior written consent of the other party. Notice to the other party shall be in writing and sent simultaneously by certified or regular mail and to the last known email address of the party. Any invalid, illegal, or unenforceable provision of this Agreement shall not affect the enforceability of any other provision of or this Agreement. Neither party has relied on or made any statement or representation not contained in this Agreement. No joint venture or partnership shall be deemed, or is intended, to be created hereunder.

By accepting these terms, the Hotel agrees to be bound by the conditions set forth in this Agreement.