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TERMS & CONDITIONS

Terms and Conditions of Crate Inc.

Effective: 1st August 2018

Introduction

The Crate platform represents a virtual meeting point where hotels and other suppliers with meeting facilities (“Providers”) as well as event venues encounter meeting and event organizers, procurement departments, management stakeholders for corporates or meeting and event planners (“Users”), consultants and business analysts.

Crate is an end-to-end event management platform which allows meeting organizers to handle the whole event management cycle in one place while maximizing savings. The revolutionary sourcing tool guarantees event organizers to receive and compare the best possible offers enabling them to select their ideal event venue via an online bidding process.

Providers using Crate benefit from expanded access to event requests which enables them to substantially increase booking volume and utilization. A ground-breaking approach (above- mentioned bidding process) as well as never-seen transparency in the meeting proposal process provide hotels with the best setup for success.

All Users as well as Providers gain detailed data insight through a strong reporting and analytics tool allowing them to continuously improve their event management process, spend and behaviour.

Crate offers a free instance for ad hoc Users as well as a licensed version featuring access to the full suite of Crate modules and functionalities, such as detailed project management and budgeting, event-related payments and a reporting and analytics tool.

Contractual Relationship

These Terms and Conditions (“Terms“) govern your access to and/or use of the applications, websites, content, products, and services (the "Services" and the “Software” as more fully defined below) made available by Crate Inc. and its parents, subsidiaries, representatives, affiliates, officers, directors and employees (collectively, "Crate"). PLEASE READ THESE TERMS CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU/THE COMPANY YOU ARE REPRESENTING AND CRATE. In these Terms, the words "including" and "include" mean "including, but not limited to." By accessing and/or using the Services with or without the Software, you confirm your agreement to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services and the Software. These Terms expressly supersede prior agreements or arrangements with you. Crate may immediately terminate these Terms and any contractual relationship with respect to you, or generally cease offering or deny access to the Services and/or the Software or any portion thereof, at any time for any reason.

Crate may amend the Terms from time to time. Amendments will be effective upon Crate's posting of such updated Terms at this location or in the amended policies or supplemental terms to the Services and/or the Software. Your continued access or use of the Services and/or the Software after such posting confirms your consent to be bound by the Terms, as amended If Crate changes these Terms after the date you first agreed to the Terms (or to any subsequent changes to these Terms), you may reject any such change by providing Crate written notice of such rejection within 30 days of the date such change became effective, as indicated in the "Effective" date above. This written notice must be provided by mail to our main offices in Switzerland. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to these Terms. By rejecting changes, you are agreeing that you will continue to be bound by the provisions of these Terms as of the date you first agreed to the Terms (or to any subsequent changes to these Terms).

The Services and the Software

Through the (mobile) website and app on which the Services and the Software are made available and which is owned, controlled, managed, maintained and/or hosted by Crate, Crate provides an online Platform through which (i) Providers can advertise, market, sell, promote and/or offer (as applicable) their products and services such as hotel reservations, food and beverage services as well as all meeting related services for groups, for order, purchase, reservation or hire, and through which the User may discover, search, compare, make an order, reservation, purchase and/or payment.

All above mentioned processes, transactions and services are sourced and stipulated via an online bidding process with a system-defined, restricted running period.

By finally selecting an eventual Provider (e.g. by making a hotel reservation for a meeting), the User of above mentioned services agrees to enter into a direct (legally binding) contractual relationship with the Provider by making a reservation or purchasing a product or service (as applicable).

At any time during above mentioned sourcing process, Crate acts solely as an intermediary between the User and the Provider, transmitting the relevant details of the User’s reservation to the relevant Provider(s) and sending the User a confirmation email for and on behalf of the Provider. Crate does not (re)sell, rent out, offer any product or service except the provision of the Platform. Crate cannot be held responsible at any moment in this process for any offers, services, changes, cancellations, acts of God or other unforeseeable events by either parties, the User or the Provider.

When rendering Crate’s Services, the information that Crate discloses is based on the information provided to Crate by the Providers. As such, the Providers that market and promote their services on the Platform are given access to Crate’s systems and extranet. With that, they are fully responsible for updating all rates/fees/prices, availability, terms & conditions and other relevant information which is displayed on Crate’s Platform. Although Crate uses reasonable skill and care in performing its Services, Crate will not verify if, and cannot guarantee that, all information is accurate, complete or correct, nor can Crate be held responsible for any errors (including manifest and typographical errors), any interruptions (whether due to any - temporary and/or partial - breakdown, repair, upgrade or maintenance of Crate’s Platform or otherwise), inaccurate, misleading or untrue information or non-delivery of information. Each Provider remains fully responsible at all times for the accuracy, completeness and correctness of the (descriptive) information (including the rates/fees/prices, terms & conditions and availability) displayed on Crate’s Platform. The Crate Platform does not constitute and should not be regarded as a recommendation or endorsement of the quality, service level, qualification or (star) rating of any Provider (or its facilities, venue, products or services) made available.

For user with a Crate-license, the Software allows to administer and analyse all MICE related costs and expenses thus enabling users to continuously control and improve the respective processes.

License

Subject to your compliance with these Terms and the payment of the required licence fee, Crate grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the software in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for the company you legally represent or as natural person if you do not use the software on behalf of a company. Any rights not expressly granted herein are reserved by Crate and Crate's licensors.

Restrictions

You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services and/or the Software; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services and/or the Software except as expressly permitted by Crate; (iii) decompile, reverse engineer or disassemble the Services and/or the Software except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services and/or the Software; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services and/or the Software or unduly burdening or hindering the operation and/or functionality of any aspect of the Services and/or the Software; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services and/or the Software or its related systems or networks.

Provision of the Services and the Software

You acknowledge that portions of the Services and the Software may be made available under Crate's various brands. You also acknowledge that the Services and the Software may be made available under such brands or request options by or in connection with: (i) certain of Crate's subsidiaries and affiliates; or (ii) independent third-party providers.

Third Party Services and Content

The Services may be made available or accessed in connection with third-party services and content (including advertising) that Crate does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third-party services and content. Crate does not endorse such third-party services and content and in no event shall Crate be responsible or liable for any products or services of such third-party providers. Additionally, Apple Inc., Google, Inc. or Microsoft Corporation will be a third-party beneficiary to this contract if you access the Services using Applications developed for Apple iOS, Android or Microsoft Windows, respectively. These third-party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Services and the Software in any manner. Your access to the Services and/or the Software using these devices is subject to terms set forth in the applicable third-party beneficiary's terms of service.

Ownership

The Services and the Software and all rights therein are and shall remain Crate's property or the property of Crate's licensors. Neither these Terms nor your use of the Services and/or the Software convey or grant to you any rights: (i) in or related to the Services and/or the Software except for the limited license granted above; or (ii) to use or reference in any manner Crate's company names, logos, product and service names, trademarks or service marks or those of Crate's licensors.

Access and Use of the Services

User Accounts

In order to use most aspects of the Services and/or the Software, you must register for and maintain an active user services account ("Account"). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account. Account registration requires you to submit to Crate certain legal information, such as your name, the address of the company you are legally representing or your private contact details (if you do not register on behalf of a company), phone number as well as at least one valid payment method supported by Crate. You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access or use the Services and/or the Software. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Crate in writing, you may only possess one Account.

User Requirements and Conduct

The Services and the Software are not available for use by persons under the age of 18. You may not authorize third parties to use your Account however, legal responsibility remains with the main Account holder. You may not assign persons under the age of 18 to your account. You agree to comply with all applicable laws and regulations when accessing or using the Services and/or the Software, and you may only access or use the Services and/or the Software for lawful purposes. You may not in your access or use of the Services and/or the Software cause nuisance, annoyance, inconvenience, or property damage, whether to the Third Party Provider or any other party. In certain instances, you may be asked to provide proof of identity to access or use the Services and/or the Software, and you agree that you may be denied access to or use of the Services and/or the Software if you refuse to provide proof of identity.

Telephone Calls

You agree that Crate may contact you by telephone at any of the phone numbers provided by you or on your behalf in connection with a Crate Account, including for marketing purposes. You understand that you are not required to provide this consent as a condition of purchasing any property, goods or services. You also understand that you may opt out of receiving calls from Crate at any time.

Referrals and Promotional Codes

Crate may, in its sole discretion, create referral and/or promotional codes ("Promo Codes") that may be redeemed for discounts on future Services and/or a Third-Party Provider's services, or other features or benefits related to the Services and/or a Third-Party Provider's services, subject to any additional terms that Crate may establish. You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Crate; (iii) may be disabled by Crate at any time for any reason without any liability to Crate; (iv) may only be used pursuant to the specific terms that Crate may establish for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. Crate reserves the right to withhold or deduct credits or other features or benefits obtained through the use of the referral system or Promo Codes by you or any other user in the event that Crate determines or believes, in Crate’s sole discretion, that the use of the referral system or use or redemption of the Promo Code was in error, fraudulent, illegal, or otherwise in violation of Crate’s Terms.

User Provided Content

Crate may, in Crate's sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Crate through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions ("User Content"). Any User Content provided by you remains your property. However, by providing User Content to Crate, you grant Crate a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Crate's business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content provided by you or you have all rights, licenses, consents and releases necessary to grant Crate the license to the User Content as set forth above; and (ii) neither the User Content, nor your submission, uploading, publishing or otherwise making available of such User Content, nor Crate's use of the User Content as permitted herein will infringe, misappropriate or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You agree to not provide User Content that is defamatory, libellous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Crate in its sole discretion, whether or not such material may be protected by law. Crate may, but shall not be obligated to, review, monitor, or remove User Content, in Crate's sole discretion and at any time and for any reason, without notice to you.

Network Access and Devices

You are responsible for obtaining the data network access necessary to use the Services and/or the Software. Your mobile network's data and messaging rates and fees may apply if you access or use the Services and/or the Software from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and/or the Software and any updates thereto. Crate does not guarantee that the Services and/or the Software, or any portion thereof, will function on any particular hardware or devices. In addition, the Services and the Software may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

Payment

You understand that the use of the Services and the Software may result in charges to you for the services you receive ("Charges"). Crate will receive and/or enable your payment of the applicable Charges for services or goods obtained through your use of the Services and/or the Software. Charges will be inclusive of applicable taxes where required by law. Charges may include other applicable fees, tolls, and/or surcharges including a booking fee, municipal tolls, tourism tax, any kind of surcharges or processing fees for split payments.

All Charges and payments will be enabled by Crate. Charges paid by you are final and non-refundable, unless otherwise determined by Crate.

As between you and Crate, Crate reserves the right to establish, remove and/or revise Charges for any or all services obtained through the use of the Services at any time in Crate's sole discretion. Crate will use reasonable efforts to inform you of Charges that may apply, however that you will be responsible at any time for Charges incurred under your Account regardless of your awareness of such Charges or the amounts thereof.

In certain cases, with respect to Third-Party providers, Charges incurring to you will be owed directly to Third-Party Providers (e.g. technology partners). Crate shall not be held liable for payments from/to such third-party providers and may not be requested to invoice such charges separately, made under your Account.

Disclaimer of Warranties

The Services, the Software and all content contained within or available through the Platform are provided to you on an "as is" and “as available” basis. Crate makes no representations or warranties of any kind, either express or implied, as to the operation of the Platform, the Services, the Software or the information, content or materials included on the Platform. To the fullest extent permissible, Crate disclaims all representations and warranties, including, but not limited to, the implied warranties of merchantability or satisfactory workmanlike effort, informational content, title, or non-infringement of the rights of third parties. Crate does not warrant or make any representations that the Platform, the Services and the Software will operate error-free or uninterrupted, that defects will be corrected, or that the Platform, the Software and/or its servers will be free of viruses and/or other harmful components. Crate does not warrant or make any representations regarding suitability, availability, accuracy, reliability, completeness, or timeliness of the Services, the Software and any material of any kind contained on the Platform for any purpose, including products, information, text and related graphics content.

Limitation of Liability

To the extent permitted by law, neither Crate nor any of its officers, directors, employees, representatives, subsidiaries, affiliated companies, distributors, affiliate (distribution) partners, licensees, agents or others involved in creating, sponsoring, promoting, or otherwise making available the Platform and its contents , the Services and the Software, shall be liable for (i) any punitive, special, direct, indirect or consequential loss or damages, any loss of production, loss of profit, loss of revenue, loss of contract, loss of or damage to goodwill or reputation, loss of claim, (ii) any inaccuracy relating to the (descriptive) information (including rates, availability and ratings) of the Providers as made available on the Platform, (iii) the services rendered or the products offered by the Providers or other business partners, (iv) any (direct, indirect, consequential or punitive) damages, losses or costs suffered, incurred or paid by you, pursuant to, arising out of or in connection with the use, inability to use or delay of the Platform, the Services and the Software or (v) any (personal) injury, death, property damage, or other (direct, indirect, special, consequential or punitive) damages, losses or costs suffered, incurred or paid by you, whether due to (legal) acts, errors, breaches, negligence, wilful misconduct, omissions, non-performance, misrepresentations, tort or strict liability by or (wholly or partly) attributable to Crate, the Provider or any of our other business partners (including any of their employees, directors, officers, agents, representatives or affiliated companies) whose products or services are (directly or indirectly) made available, offered or promoted on or through the Platform, including any (partial) cancellation, overbooking, strike, force majeure or any other event beyond Crate’s control.

Indemnity

You agree to indemnify and hold Crate and any of its officers, directors, employees, representatives, subsidiaries, affiliated companies, distributors, affiliate (distribution) partners, licensees, agents or others involved in creating, sponsoring, promoting, or otherwise making available the Platform and its contents , and the Services, harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees), arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) Crate's use of your User Provided Content; or (iv) your violation of the rights of any third party, including Third Party Providers.

Choice of Law

Except as otherwise set forth in this Agreement, the Terms contained in this Agreement shall be exclusively governed by and construed in accordance with the laws of Switzerland. Exclusive place of jurisdiction is Basel.

Other Provisions

General

You may not assign these Terms without Crate's prior written approval. Crate may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Crate's equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, Crate or any Third Party Provider as a result of this Agreement or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. Crate's failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Crate in writing.