Book On Behalf
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Last Updated: January 9, 2024
Welcome to Dorsia! Please read these Terms and Conditions (“Terms”) carefully. These Terms are a legal contract between you and Elomi Corporation (“Dorsia,” “we,” “us” or “our”). These Terms govern your use, and Dorsia’s provision to you, of Dorsia’s “Book on Behalf” program.
Your use of the Services (as defined below) may be subject to any additional terms, conditions and policies that we separately post on the Services and any agreements that you have separately executed with Dorsia (“Supplemental Terms”) which are incorporated by reference into these Terms, (together, the “Agreement”). To the extent there is any conflict between these Terms and any Supplemental Terms, the Supplemental Terms will control with respect to the Services or feature to which the Supplemental Terms relate.
Book on Behalf Program. Dorsia is built to revolutionize the hospitality industry by granting premium access to in-demand venues on Dorsia’s reservation platform (the “Platform”), Booking Links (as defined below) and the Program (as defined below, collectively with the Platform and the Booking Links, the “Services”). As used here, the “Program” means the Dorsia “Book on Behalf” program that (i) enables concierge and guest relation teams from hotels, residences, independent firms and other hospitality and concierge services (“Partners,” or “you”) to offer coveted reservations to their guests and clients (“Diners”) by accessing a dedicated web page (the “Reservation Web Page”) where Partners can view real-time reservation inventory and input Diners’ information and reservation requests; (ii) allows Diners to confirm reservations by using direct booking links (“Booking Links”) sent to them by Dorsia and committing to pre-pay a guaranteed minimum spend (“Reservations”), and (iii) charges Diners for Reservation payments processed via the Booking Links and collected by Dorsia. To participate in the Program, you must comply with all of the requirements contained in the Agreement and any Services documentation or materials that are released by Dorsia from time to time and made available to you by email, the Reservation Web Page or otherwise (the “Documentation”), as well as any other instructions communicated to you from time to time by us in respect of the Services.
Support. Dorsia will provide Partner with reasonable support to help resolve issues related to the Services. Partner must promptly: (i) refer all inquiries and complaints from Diners having used the Services; (ii) provide any written documentation related to such inquiries and complaints to Dorsia; and (iii) use best efforts to cooperate with Dorsia to resolve such inquiries and complaints to the extent necessary.
Partner Data. As between Dorsia and Partner, Partner retains all rights, title, and interest in and to any data submitted or made available by Partner, or on its behalf, to the Services (the “Partner Data”). Partner acknowledges that certain core functionality in the Services may be dependent on the provision of Partner Data and may not be available without such Partner Data. Partner hereby grants Dorsia a non-exclusive, royalty-free, fully paid, license to access, store, process, and use the Partner Data for the purposes of providing the Services. Further, Partner hereby grants Dorsia a non-exclusive, royalty-free, fully paid, perpetual, irrevocable license to use and exploit in any manner any aggregated and anonymized information and information related to any usage of the Services to operate and improve Dorsia’s products and services. Partner represents and warrants that Partner has all of the necessary permissions and licenses to enable Dorsia to perform its obligations pursuant to the Agreement and exercise the licenses granted hereunder.
Dorsia Properties. The Reservation Web Page and all other materials provided by Dorsia hereunder or underlying any of the foregoing, including but not limited to all source code, APIs, software libraries, models, algorithms, and any error corrections, updates, improvements, modifications or new releases that Dorsia elects, in its sole discretion, to make available to Partner, and all intellectual property rights in each of the foregoing (collectively, the “Dorsia Properties”) are the exclusive property of Dorsia and its suppliers. Partner shall receive no ownership rights nor interests in or to the Dorsia Properties, nor is Partner granted any other rights or license to the Dorsia Properties, except as expressly set forth in this Agreement. The ‘Dorsia’ name, logo and all trade, product and service names associated with the Reservation Web Page and Dorsia’s website are trademarks of Dorsia, its licensors and third-party providers, and Partner is not granted any rights or license to use them, except as may be expressly set forth in this Agreement.
Confidentiality.
Confidential Information. For the purposes of this Agreement, “Confidential Information” means: any information disclosed, directly or indirectly, by or on behalf of one party (“Discloser”) to the other party (“Recipient”), including but not limited to the Reservation Website, its functionalities, user interface design, reservation inventory, pricing details, and all communication and documentation related to the Agreement, as well as any information that is clearly labeled or identified as confidential by Discloser or that otherwise should reasonably be expected to be treated in a confidential manner based on the circumstances of its disclosure or the nature of the information itself. Notwithstanding anything in this Agreement to the contrary, the obligations of confidentiality in this Section 5 shall not apply to information that: (i) is or becomes generally known or publicly available through no fault of Recipient; (ii) was properly known by Recipient, without restriction, prior to disclosure by Discloser; (iii) was properly disclosed to Recipient, without restriction, by another person with the legal authority to do so; or (iv) is independently developed by Recipient without use of or reference to the Discloser’s Confidential Information.
Obligation of Confidentiality. Each party agrees to (i) maintain the confidentiality of the Confidential Information and (ii) refrain from using any Confidential Information except to fulfill its obligations under the Agreement.
Injunctive Relief. The parties recognize and acknowledge that Confidential Information may have competitive value and be of a confidential nature and that irreparable damage might result to the Discloser if such Confidential Information were improperly disclosed by a Recipient to a third party. Recipient agrees that monetary damages would be inadequate to compensate the other for breach of any provision of this Section 5, that any such breach or threatened breach will cause irreparable injury, and that, in addition to any other remedies available at law or in equity, Discloser will be entitled to seek injunctive relief against the threatened breach or the continuation of any such breach, without the necessity of proving actual damages.
Representations and Warranties. Partner represents and warrants to Dorsia that, at all times: (i) if Partner is an entity, Partner is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation or incorporation; (ii) if Partner is an entity, Partner is qualified to transact business and in good standing in each jurisdiction in which it operates; (iii) Partner has all requisite right, power, and authority to accept and agree to the Agreement and to perform its obligations and grant the rights, licenses, and authorizations granted by Partner, (iv) the Agreement will be binding upon and enforceable against Partner; and (v) Partner’s performance under the Agreement shall not violate applicable laws or any agreement to which it is a party or by which it is bound.
No Warranties; Disclaimer. PARTNER IS SOLELY RESPONSIBLE FOR ANY DECISIONS MADE OR ACTIONS TAKEN BASED ON THE SERVICES. PARTNER AGREES THAT THE SERVICES ARE BEING PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DORSIA HEREBY DISCLAIMS ALL WARRANTIES WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES, THE OPERATION AND RESULTS THEREOF, AND PARTNER’S ACCESS TO AND USE THEREOF. DORSIA SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, OR RELATING TO THE ACCURACY, RELIABILITY, QUALITY OF ANY INFORMATION PROVIDED BY THE SERVICES. DORSIA DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR THAT IT WILL WORK WITHOUT INTERRUPTION. DORSIA WILL NOT BE RESPONSIBLE FOR ANY LOSS OF DATA OR ANY FAILURE TO MAINTAIN, STORE, OR BACKUP ANY DATA, INCLUDING PARTNER DATA.
Indemnification. Partner shall indemnify, defend and hold harmless Dorsia and its officers, directors, affiliates, employees, agents, and successors in interest from and against any and all losses, damages, liabilities, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, that are incurred by Dorsia, arising out of or resulting from any claim of a third party or penalties imposed due to (i) Partner’s access to or use of Dorsia’s platform and/or the Reservation Web Page, (ii) Partner’s breach of this Agreement, negligence or willful misconduct and (iii) Partner’s violation of applicable law. Notwithstanding the above, Partner is not obligated to indemnify Dorsia in the event of any negligence, willful misconduct, or fraud by the Company.
Compliance with Law. Each party agrees to perform their obligations under this Agreement in accordance with all applicable laws, rules, and regulations.
Entire Agreement. The Agreement represents the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral.
Amendments. THE AGREEMENT IS SUBJECT TO CHANGE BY DORSIA IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Dorsia will make a new copy of the Terms available on the Reservation Web Page, and any new Supplemental Terms will be made available from within, or through, the affected Services. We will also update the “Last Updated” date at the top of the Terms. If we make material changes to the Agreement, we may (and, where required by law, will) also provide notification of changes in another way that we believe is reasonably likely to reach you, such as via e-mail or another manner through the Services (which may include posting an announcement on the Reservation Web Page). Dorsia may require you to provide consent to the updated Agreement in a specified manner before further use of the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE RESERVATION WEB PAGE TO VIEW THE THEN-CURRENT TERMS.
Assignment. Neither party hereto may assign or otherwise transfer the Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign the Agreement without consent to (i) a successor to all or substantially all of its assets or business related to the Agreement or (ii) an affiliate.
Governing Law. The Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be via e-mail (i) if to Dorsia, to [email protected]; and (ii) if to Partner, to the email address provided by Partner to Dorsia.