Terms of Service

reconcileOTA Terms and Conditions

Effective Aug 11, 2023

IMPORTANT -- READ CAREFULLY: This is the complete and exclusive statement of the terms of service between clients and reconcileOTA LLC, a Delaware limited liability company ("rOTA"). At any time, rOTA may modify or may impose new terms. Except as otherwise stated herein, any modification of shall be effective immediately after it initially is posted on the rOTA website. Continued use of the Services or the rOTA Portal after any such modification will be deemed acceptance of such modification. These terms may not otherwise be amended except in a writing that is mutually executed by both Client and rOTA.

Definitions

"Aggregated Statistics" means data and information related to Client's use of the rOTA Portal that is used by rOTA in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the rOTA Portal and Services.
"Authorized User" means Client's employees, consultants, contractors, and agents (i) who are authorized by Client to sign up for, access and use the rOTA Portal, under the rights granted to Client pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.
"Client Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Client or an Authorized User through the rOTA Portal.
"Documentation" means rOTA's guides relating to the rOTA Portal and Services provided by rOTA to Client either electronically or in hard copy form.
"Portals" mean each of the online travel agency ("OTA") portals, property-specific portals, integrations with hotel brands, distribution systems ("GDS"), central reservation systems ("CRS"), property management systems ("PMS"), hotel operating systems ("HOS"), and any other portals and data sources Client provides rOTA access to in connection with the Services.
"Properties" mean each of the hotel properties that Client enrolls in the Services and for which Client is authorizing rOTA to perform the Services.
"rOTA IP" means the rOTA Portal, the Documentation, and any and all intellectual property provided to Client or any Authorized User in connection with the foregoing. For the avoidance of doubt, rOTA IP includes Aggregated Statistics and any information, data, or other content derived from rOTA's monitoring of Client's access to or use of the rOTA Portal, but does not include Client Data.
"rOTA Portal" means the portal that Client is given access to in order to utilize the Services, through which Client can sign up for the Services, review invoices, and add or update properties, among other features of the portal.
"Services" means the hotel collect reconciliation service ("HCR"), virtual card recovery service ("VCR"), and virtual card recovery plus service ("VCR+") provided by rOTA that Client chooses to enroll in through selecting them in the rOTA Portal. HCR produces commissions saved, VCR and VCR+ produce amounts recovered.
"Third-Party Products" means any third-party products incorporated into the Services or rOTA Portal or utilized by rOTA to provide the Services.

Access and Use

Service Selection. Client must use VCR for each Property, all other Services are optional. HCR is only available to certain hotel properties depending on the Portal(s) such hotel property uses. Each Property can have different Services.
Provision of Access. Subject to and conditioned on Client's payment of Fees and compliance with all the terms and conditions of this Agreement, rOTA hereby grants Client a non-exclusive, non-transferable (except in compliance with Section 13(h)) right to access and use the rOTA Portal during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Client's internal use. rOTA shall provide to Client the necessary passwords and network links or connections to allow Client to access the rOTA Portal.
Documentation License. Subject to the terms and conditions contained in this Agreement, rOTA hereby grants to Client a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 13(h)) license to use the Documentation during the Term solely for Client's internal business purposes in connection with its use of the rOTA Portal.
Use Restrictions. Client shall not use the rOTA Portal for any purposes beyond the scope of the access granted in this Agreement. Client shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the rOTA Portal or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the rOTA Portal or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the rOTA Portal, in whole or in part; (iv) remove any proprietary notices from the rOTA Portal or Documentation; or (v) use the rOTA Portal or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
Reservation of Rights. rOTA reserves all rights not expressly granted to Client in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Client or any third party any intellectual property rights or other right, title, or interest in or to the rOTA IP.
Suspension. Notwithstanding anything to the contrary in this Agreement, rOTA may temporarily suspend Client's and any Authorized User's access to any portion or all of the rOTA Portal if: (i) rOTA reasonably determines that (A) there is a threat or attack on any of the rOTA IP; (B) Client's or any Authorized User's use of the rOTA IP disrupts or poses a security risk to the rOTA IP or to any other client or vendor of rOTA; (C) Client, or any Authorized User, is using the rOTA IP for fraudulent or illegal activities; (D) subject to applicable law, Client has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) rOTA's provision of the rOTA Portal or Services to Client or any Authorized User is prohibited by applicable law; (ii) any vendor of rOTA has suspended or terminated rOTA's access to or use of any third-party services or products required to enable rOTA to provide the Services; or (iii) in accordance with Section 13 (any such suspension described in subclause (i), (ii), or (iii), a "Service Suspension"). rOTA shall use reasonable efforts to provide written notice of any Service Suspension to Client and to provide updates regarding resumption of access to the rOTA Portal and Services following any Service Suspension. rOTA shall use commercially reasonable efforts to resume providing access to the rOTA Portal and Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. rOTA will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Client or any Authorized User may incur as a result of a Service Suspension.
Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, rOTA may monitor Client's use of the rOTA Portal and collect and compile Aggregated Statistics. As between rOTA and Client, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by rOTA. Client acknowledges that rOTA may compile Aggregated Statistics based on Client Data input into the rOTA Portal and generated from rOTA's performance of the Services. Client agrees that rOTA may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Client or Client's Confidential Information.

rOTA Responsibilities

General. rOTA will use reasonable best efforts to identify and resolve every potential discrepancy, but there may exist transactions that are not reconciled. Based on brand, PMS, and OTA policies as well as data availability, rOTA will attempt to reconcile the maximum number of reservations. For hotel collect related Services, rOTA does not take any actions when there are discrepancies or other errors that are determined to be Client's error. For virtual card related Services, rOTA does not cross-reference virtual cards for a given reservation with other forms of payment which may have been collected by the hotel.
Use of Client Data. rOTA will only use Client Data to perform the Services. To the extent applicable, any Client financial information rOTA receives for payment and payouts will only be stored by payment services providers operating applicable security standards, including PCI DSS for cardholder information.

Client Authorizations
Client authorizes rOTA:

To source access for Portals necessary to perform the Services, including from Client, partners, and integrations;
To access and source data from Portals necessary to perform the Services, including through logging in to Portals and accessing Portals via APIs;
To access property-specific Portals and act on Client's behalf to execute reconciliation activities such as correcting reservations and collecting virtual card balances;
To process virtual cards on behalf of the Properties enrolled in applicable Services, and to serve as its primary representative on payment services accounts to do so;
To debit the bank account or credit card provided by Client for any amount owed for Fees that exceed the total amount recovered by rOTA from virtual card related services.

Client Responsibilities

General. Client is responsible and liable for all uses of the rOTA Portal and Documentation resulting from access provided by Client, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Client is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Client will be deemed a breach of this Agreement by Client. Client shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the rOTA Portal, and shall cause Authorized Users to comply with such provisions.
Activation. Client will receive instructions to provide access to Portals that are used for the Property. Once rOTA confirms access for a Property, said Property will be considered active for reconciliation services and the Property will be indicated as active in the rOTA Portal. In the event rOTA loses access to a necessary Portal, Services will be paused for the related property and Client will be contacted. If access is regained, rOTA will attempt to capture discrepancies that occurred while Services were paused. If access cannot be regained, rOTA will discontinue providing the Services in relation to such Portal and Client will be billed the Fees for work already performed.
Overcharges. In rare instances, an OTA may contact Client to claim an overcharge related to a reservation affected by VCR or VCR+. When such an instance occurs, possible only with reservations with a departure date at least 60 days ago, Client should contact rOTA to confirm rOTA processed the reservation and if yes, to execute a refund to the OTA rather than Client addressing the overcharge directly with the OTA. rOTA will adjust future invoices to Client to reflect any refunds regardless of if an OTA contacts Client or rOTA to initiate.
Accounting and Tax. Client is responsible for all accounting and tax matters relating to how to record the commissions saved and amounts recovered it receives from the Services.

Fees

rOTA's fees for Services (the "Fees") are 25% of commissions saved from HCR, 25% of the amounts recovered from VCR, and 30% of the amounts recovered from VCR+. rOTA nets all Fees against the total recoveries from VCR and VCR+ on a per property basis. If total recoveries exceed Fees, rOTA will make a payout to the Client (a "Payout") and if Fees exceed total recoveries then Client will owe a payment to rOTA (a "Payment"). Payments will be carried forward on invoices until the Payment balance exceeds $1,000 for a given Property. Upon the first Payment due from Client, Client will be required to provide a payment method for the Property that will be used for direct debits or automatic payments going forward. Prior to the first Payment, no payment method will be collected. If a Payment is due to rOTA and either Client has not provided a payment method or Client's payment processing fails, rOTA will provide written notice to Client of delinquent Payment. If Payment is still not made within 30 days of rOTA providing such written notice, Client and all of its Properties will be automatically unenrolled from all Services. If a Payout is due to Client and either Client has not provided payout details or payouts fail for a Property, rOTA will provide written notice to Client of failed Payout. If Client does not provide the information to enable Payouts and rOTA is unable to execute Payout, rOTA will not be obligated to provide additional notices.

Stripe

rOTA uses Stripe Connected Accounts (a "Connect Account") to process virtual cards on behalf of Properties and to make respective Payouts. A Connect Account is created for every Property, registered under the legal entity and tax id of said Property and set to payout to a bank account tied to the same entity. Client agrees that rOTA may serve as the primary representative on Client's Connected Accounts. By accepting this Agreement, Client is also agreeing to the terms and conditions contained in the Stripe Connected Account Agreement available here: https://stripe.com/legal/connect-account.

Confidential Information

From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed.

Intellectual Property Ownership; Feedback

rOTA IP. Client acknowledges that, as between Client and rOTA, rOTA owns all right, title, and interest, including all intellectual property rights, in and to the rOTA IP and, with respect to Third-Party Products, the applicable third-party provider owns all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.
Client Data. rOTA acknowledges that, as between rOTA and Client, Client owns all right, title, and interest, including all intellectual property rights, in and to the Client Data. Client hereby grants to rOTA a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Client Data and perform all acts with respect to the Client Data as may be necessary for rOTA to provide the Services to Client, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Client Data incorporated within the Aggregated Statistics.
Feedback. If Client or any of its employees or contractors sends or transmits any communications or materials to rOTA by mail, email, telephone, or otherwise, suggesting or recommending changes to the rOTA IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), rOTA is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Client hereby assigns to rOTA on Client's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and rOTA is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although rOTA is not required to use any Feedback.

Warranty Disclaimer

THE RECONILEOTA IP AND SERVICES ARE PROVIDED "AS IS" AND rOTA HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. rOTA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. rOTA MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, rOTA IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT"S OR ANY OTHER PERSON"S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

Indemnification

Each party (each an "Indemnifying Party") agrees to defend, fully indemnify and hold harmless the other party (each an "Indemnified Party") and its subsidiary and affiliated companies, and its and their respective directors, officers, employees, contractors, stockholders, agents and representatives, from and against any and all third-party claims, demands, suits, actions, causes of action and/or liability, of any kind whatsoever (a "Claim"), for damages, costs of settlement and expenses (including, without limitation, reasonable attorney's fees and expenses) resulting from any and all breaches by the Indemnifying Party of this Agreement. The Indemnifying Party shall promptly notify the Indemnified Party in writing of such Claim, cooperate with the Indemnified Party, and allow the Indemnified Party sole authority to control the defense and settlement of such Claim.
UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).

Limitations of Liability

IN NO EVENT WILL rOTA BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER rOTA WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL rOTA"S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO rOTA UNDER THIS AGREEMENT IN THE THREE-YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Term and Termination

Term. The initial term of this Agreement begins on the date Client accepts this Agreement and, unless terminated earlier pursuant to this Agreement's express provisions, will continue in effect until 2 years from such date (the "Initial Term"). This Agreement will automatically renew for additional successive 1 year term until terminated pursuant to this Agreement's express provisions or either Party gives the other Party written notice of non-renewal at least 3 days prior to the expiration of the then-current term (each a "Renewal Term" and together with the Initial Term, the "Term").
Termination. In addition to any other express termination right set forth in this Agreement either party may terminate this agreement, with or without cause, at any time by written notice to the other party. Requests by Client to terminate will be processed within 72 hours. Upon termination Client will be billed the Fees for work already performed and Client bears the responsibility to remove rOTA's access from Portals.
Sale of Property. If a Client sells a Property ("Sold Property"), Client must provide Notice ("Sale Notice") to rOTA within 3 days after the sale. Upon receipt of a Sale Notice, rOTA will cease providing services for the Sold Property, Client will be billed the Fees for work already performed related to the Sold Property, and Client bears the responsibility to remove rOTA's access from Portals for the Sold Property. rOTA will not be liable for any transactions relating to a Sold Property if Client fails to notify rOTA or for any period beyond three days after the sale.

Miscellaneous

Ownership Disclosure. Investors and operators of rOTA may themselves own hotel and other hospitality properties.
Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be delivered by email (with confirmation of transmission) and addressed to the Parties at the addresses that may be designated by the Party giving Notice from time to time in accordance with this Section. Notices to rOTA must be sent via email to: [email protected].
Force Majeure. In no event shall either rOTA be liable to Client, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Client's reasonable control, including but not limited to acts of God, flood, fire, earthquake, epidemic, pandemic, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to affect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Massachusetts, without regard to its conflicts of law provisions. The exclusive jurisdiction and venue for any disputes arising out of this Agreement shall be the federal or state courts located in Worcester County, Massachusetts, and each party hereby consents to personal jurisdiction and venue therein.
Assignment. Client may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of rOTA. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
Third Party Beneficiaries. The provisions set forth in this Agreement are for the sole benefit of the parties hereto and their successors and permitted assigns, and they will not be construed as conferring any rights on any other persons.
Survival. Sections 5, 6, 7, 8, 9, and 12 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
Export Regulation. Client shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Client Data outside the US.
Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.