This AOGtion by AOG Mobile Application Program (“AOGtion”) and Rates Agreement (the “Agreement”), by Hotel ("Hotel"), whose name and address is stated in Section C, and between AIRLINE OPERATIONS GROUP COMPANY LIMITED ("AOG”), a corporation whose principal place of business is 16th Floor, Lake Rajada Office Complex, 193/66 Ratchadapisek Road, Klongtoey Bangkok 10110 Thailand, (collectively, the “Parties”) is entered into and effective as of the date written below. NOW, THEREFORE, the Parties agree as follows:
1. GENERAL. Hotel agrees that its quoted room and meal rates in Section D are intended for AOG partner airlines’ delayed/layover/misconnecting passengers or emergency response services that are booked through AOGtion.
2. RATES. Hotel agrees that the room and meal rates specified in Section D are fixed for one year from the date of this Agreement. Hotel agrees to update its vacant room inventory through AOGtion at least once every 24 hours or on a real-time basis. In order to be competitive, the Hotel acknowledges that it must reduce its quoted rate and that the reduced rate should not be higher than the rate stated in Section D. Hotel understands that AOG cannot guarantee that it will be able to secure occupants for any or all of the Hotel’s vacancies at the rates that Hotel desires. Hotel also agrees that it shall not contact any airline(s) either directly or indirectly to offer a rate that is either similar to or lower than the rate stated in Section D that it has tendered through AOG.
3. TERM. This Agreement shall commence upon execution by the Hotel signatory, and shall continue for a term of twelve (12) months, with automatic extensions of twelve (12) months for as long as hotel accepts any booking(s) from any airlines using AOGtion by AOG.
4. COMMISSION. Hotel agrees to pay AOG a commission of 10% on all gross revenues, including any Government tax and Service Charge, generated by AOG for rooms occupied and food and beverage expenses incurred by Airline(s) with the Hotel, within thirty (30) days after receipt of payment from the contracting airline(s). For accounting purposes, Hotel agrees to provide AOG with a detailed accounting statement of the number of rooms utilized by the end of the month the booking was made in.
5. PAYMENT BY AIRLINE(S) AND INDEMNIFICATION. The Parties shall, to the extent not covered by the indemnified party’s insurance, indemnify, defend, and hold harmless the other party and its officers, directors, agents, employees and owners from and against any and all demands, claims damages to persons or property, losses and liabilities, including reasonable attorneys fees (collectively, “Claims”), arising out of or caused by the indemnifying party’s negligence or willful misconduct in connection with this Agreement. Hotel agrees that AOG is merely acting as a booking agent and shall not hold AOG liable for any breach of contract by the contracting airline, or for any non-payment or inadequate payment of charges incurred by the contracting airline(s). The parties intend that this section shall not waive any statutory limitations of liability available to either party, nor shall it waive defenses either party may have with respect to any claim.
6. CHOICE OF LAW. Irrespective of the country from which the Hotel accesses or uses AOGtion, this Agreement shall be governed by the laws of Thailand. The Hotel agrees to submit to the exclusive jurisdiction of the courts of Thailand without regard to conflicts of laws or other jurisdictional rules. The Parties will in any event attempt to settle their disputes in an amicable manner out of court by first conducting good faith discussions and negotiations.
7. NON-COMPETE PROVISION. In the event any airline that AOG has procured for Hotel is terminated from using AOGtion, regardless of the terminating party or cause, Hotel agrees that for a period of twelve (12) months following the termination agreement, Hotel shall not directly or indirectly engage in any business dealing with that terminated airline except through AOG. Hotel represents and warrants that that this noncompete provision will not adversely affect the livelihood of Hotel.
8. LATE PAYMENT OF COMMISSIONS. Commissions are payable within thirty (30) days of receipt of payment from the contracting airline(s). For payments received after thirty (30) days by AOG, Hotel agrees to pay AOG a late fee of 18% per annum, pro-rated at 0.05% per day.
9. AMENDMENT. This Agreement may not be amended orally, but only by written instrument duly authorized and executed by the Parties.
10. FACSIMILE (FAX) SIGNATURES. Electronically transmitted executed copies of this Agreement shall be fully binding and effective for all purposes. Facsimile signatures on documents are to be treated the same as originals.
IN WITNESS WHEREOF, Hotel hereto has executed this Agreement on the date shown below, and acknowledges that it has read, understood, and agreed with the rates, terms, and conditions stated this Agreement.