THIS AGREEMENT GOVERNS YOUR USAGE OF OUR SERVICES.

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING A STATEMENT OF WORK, SERVICES AGREEMENT OR ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES.

1. Definitions

Upgrading.cc	shall refer to One Stop Hospitality Solutions Pte Ltd, that provides a digital platform in the form of a website and mobile App for customers to purchase upgrades at www.upgrading.cc/partner.
Affiliate	means Upgrading.cc, and any entity that is directly or indirectly controlled by One Stop Hospitality Solutions Pte. Ltd., or any third party that facilitates bookings through the Upgrading.cc Booking Channels..
Upgrading.cc Interface	means the website located at www.upgrading.cc/partner, and any replacement or successor of that website, including any web-based or any downloadable form located or accessed on such website, utilized by You to enter all Room Rates and Allotment, Lounge Access Rates and Allotment, Room Information, Special Promotions & Packages, Add-On and/or to modify Your account information into the Upgrading.cc System.
Upgrading.cc System	means the software, databases, products, and other components that make up the services marketed by Upgrading.cc and/or any of its Affiliates to enable customers to shop for, reserve, book, and/or pay for accommodation and related services through a computer, telephone, other interactive device, or other booking channel.
Force Majeure Event	means an unforeseeable act or event beyond that Party's reasonable control, such as war, work stoppage, fire, weather events, air carrier interruption, strikes, or acts of God as well as any embargos or similar measures taken by government; provided, that a Force Majeure Event does not include economic hardship, changes in market conditions or insufficiency of funds.
Materials	Include all text, graphics, animation, audio and/or digital video components that reside on or are accessible from or through the Upgrading.cc System.
Property	means the hotel, inn, resort, apartment or other accommodation at which Your rooms are located.
Property, Room and Lounge Access Information	means all information, including but not limited to availability information, photographs, trademarks, names, trade names, logos, descriptions, and other content or material (a) provided by You, (b) entered into Upgrading.cc platforms by You, or (c) otherwise obtained by Upgrading.cc or any of its Affiliates with Your knowledge and/or consent.
Rate	means (i) the Upgraded Room Price, in respect of Upgrade Bookings (ii) the Lounge Access Purchase Price, in respect of Lounge Access Bookings, (iii) the Special Promotions & Packages Price, in respect of Special Promotions & Packages Bookings, (iv) Add-On Price, in respect of Add-On purchase.
Premium Rate (Modifier)	means the rate difference between the different room categories in the room inventory of the Property.
Personal Data	means any information that identifies or relates to an identifiable individual, including an individual’s name, check-in and check-out date, email address, market segmentation and room type booked that Upgrading.cc may have access to while performing its obligations and responsibilities under this agreement.
Allotment	means the number of rooms and lounge access You have allocated per day in Upgrading.cc platforms for customers to purchase the upgrades.
Transaction Compensation	as defined in Clause 2.
Room Upgrade	means the customer purchases a higher category room by paying a premium rate.
Lounge Access	means the utilization of the lounge facilities and benefits of the properties listed on Upgrading.cc’s platforms.
Special Promotions & Packages	means the special deals of promotions and packages of the properties listed on Upgrading.cc’s platforms.
Add-On	means the Add-On offerings of the properties listed on Upgrading.cc’s platforms.
You or Your	means collectively, the Property, the Property's owner and, if applicable, the entity managing the Property on behalf of the Property's owner.

2. Transaction Compensation.

For each Room Upgrade, Lounge Access purchase, Special Promotions & Packages and Add-On purchase confirmation via Upgrading.cc, Upgrading.cc shall be entitled to 10% of the total Upgrading Fee for every materialised upgrade at Your Property.

Your property to review daily reconciliation report sent by Upgrading.cc and to update Upgrading.cc platform of any changes (eg: Extension of stay, shortened stay or cancellation).

Upgrading.cc will send the invoice to Your Property at the end of each month and payment must be made to Upgrading.cc within 10 working days once the invoice is sent.

Your property and Upgrading.cc will bear their own bank charges.

3. Room Upgrade and Lounge Access Purchase Allotments and Restrictions.

a. Room Upgrade and Lounge Access Purchase Allotments

Room Upgrades and Lounge Access Purchase are recommended to be made available at least (3) months in advance through the online Upgrading.cc system. These upgrades available will be made for display and will be available on and/or booked through the Upgrading.cc System.

b. Room Upgrade and Lounge Access Purchase Restrictions

Any rules, restrictions, policies, and/or conditions (including rules associated with cancellation) that You make available through the Upgrading.cc System shall be no more restrictive than those applicable to any comparable room that You make available through Your own or any third-party booking or distribution channels.

c. Number of Customers Permitted Per Purchase

For Room Upgrades and Lounge Access purchases, the number of Customers permitted to stay in the room or have access to the lounge should correspond to the original booking.

4. Customer Experience

a. Customer Experience

You acknowledge that You will not treat any Customer that books through the Upgrading.cc System differently than You treat any other Customer that books through Your own or any third-party booking or distribution channels.

b. Cancellation

You shall not cancel any legitimate booking when the allotment is available and once confirmation is made and booking confirmed by Upgrading.cc.

c. Relocations of the Customers.

If You are, unable to honour a booking, You agree that You will immediately notify Upgrading.cc and the Customers of such inability. You will have to find an alternative accommodation of similar standard and previously agreed stay duration for the Customers at your cost.

d. Complaints during Customer’s stay

You agree to respond to any Customer complaints relating to Your Property in a prompt and reasonable manner. If a Customer cancels all or part of a Booking as a result of dissatisfaction with Your accommodations or services, Upgrading.cc will follow Your Property’s cancellation policy.

5. Loading and Display of Rates and Information

a. Property Information.

You agree to use Upgrading.cc platform to enter or modify all relevant information relating to Rates, availability, Room Upgrade and Lounge Access Purchase, Special Promotions & Packages and Add-On Information.

You also agree to use Upgrading.cc platform to enter and modify Your account information, each to the extent necessary to enable Upgrading.cc to properly and timeously display relevant information about Your rooms and otherwise as permitted or required under this Agreement.

You acknowledge that You are responsible for the accuracy of all facts and information related to or provided by You that are entered into Upgrading.cc or displayed on the Upgrading.cc System. You agree to advise and update Upgrading.cc immediately if any such information (including information related to the Property) is incomplete or inaccurate.

b. Rate Information.

You agree to honour the rate which is displayed in Upgrading.cc and confirmed by the customers using Upgrading.cc.

You agree to update the Rates, (or the information entered by You, necessary for Upgrading.cc to derive them) as necessary and in accordance with this Agreement.

6. Intellectual Property.

You grant Upgrading.cc a worldwide, non-exclusive, royalty-free, fully paid and perpetual license, in any and all media now known or hereafter discovered or developed, to use, reproduce, distribute and display the Property, Room and Club Lounge Information for purposes of identifying, promoting, merchandising and/or obtaining bookings for the Property, room and/or Lounge Access.

You represent and warrant that You and/or the Property are the owner or authorized licensee of all Property, Room and Club Lounge Information and that such content, and Upgrading.cc's use, reproduction, distribution and display of such content, does not and will not violate the rights of any third party. To the extent Your consent is required for Upgrading.cc to utilize the right and license above,

Upgrading.cc may remove any Property, room, Lounge Access, Special Promotions & Packages and Add-On or edit any Property, Room, Club Lounge and Add-On Information that Upgrading.cc believes to be inaccurate or inappropriate.

This Agreement does not grant to You or the Property any ownership interest in, or any express or implied license or right to, any software or intellectual property rights owned by or licensed to Upgrading.cc.

7. Operational Matters

a. Booking Process.

Upgrading.cc will send a confirmation email to you and the customer once confirmation is made by the customer for every booking that are processed through the Upgrading.cc system.

b. Anti-Fraud Cooperation.

If a Party believes a booking may be or is fraudulent, or certain data provided by a Customer cannot be verified, then the Parties will work in good faith to address such fraudulent or potentially fraudulent booking. In the event of a fraudulent or potentially fraudulent Booking, Upgrading.cc may cancel such Booking at any time.

c. Account Security.

You acknowledge that You are solely responsible for ensuring that the passwords are changed regularly.

8. Books and Records

You acknowledge that Upgrading.cc generally has no knowledge of any cancellation notice that may be given by customers directly to You, or whether any such cancellation notice as may be given is sufficient under Your policies to relieve customers (and Upgrading.cc) of all or any portion of the charges otherwise due to You.

9. License Rights

a. Upgrading.cc reserves all the rights to the software and system platform including the rights to update, modify, alter, amend or remove any functions or features at its sole discretion.

b. You shall not copy, alter, modify the Upgrading.cc technology or software and access any services to build a competitive product to compete with Upgrading.cc.

c. use any of the Upgrading.cc technology or software for purposes not specified in this Agreement.

10. Upgrading.cc’s obligations

Upgrading.cc shall:

a. ensure that its performance of the services do not infringe any third party intellectual property, proprietary or other rights;

b. maintain commercially reasonable administrative, physical, organizational and technical safeguards for protection of the security, confidentiality and integrity of Customers’ data;

c. ensure that its services are in compliance with all applicable government laws, statutory provisions, industry regulations, standards and guidelines.

11. Your obligations

You shall:

a. be responsible for the accuracy of data uploaded onto Upgrading.cc platforms.

b. provide all commercially reasonable logistic, administrative, physical, organizational and technical requirements necessary for Upgrading.cc to render the services under this Agreement.

c. may permit Upgrading.cc to use Your name and logo in press releases, website, App, marketing presentations or public announcement regarding the Parties’ collaboration pursuant to the Agreement on its website. Upgrading.cc shall provide you with a copy of such press release or announcement.

12. Confidentiality and Personal Data

a. For Personal Data, Upgrading.cc will comply with all applicable privacy and other laws and regulations relating to protection, collection, use of Personal Data. Any Personal Data disclosed under this Agreement is Your exclusive property and will be deemed You Materials under the applicable provisions of this Agreement and Confidential Information subject to the confidentiality provisions of this Agreement. In no event may Upgrading.cc: (i) sell or transfer Personal Data to third parties or (ii) provide third parties with access thereto.

b. The Parties recognize that it is possible for data to be collected from customers that are not Personal Data, including “hits”, “clickstream data” and the like. Any such data entered by or collected from customers (“Usage Data”), is Upgrading.cc’s exclusive property. Upgrading.cc may use Usage Data in any manner that is aggregated and anonymized such that the data cannot be identified back to customers or any properties.

c. The Parties recognize that Upgrading.cc’s platforms, processes and analyses metadata including custom output and reports. Such output and reports including Benchmarking, geographical comparisons (“Metadata”), is Upgrading.cc’s exclusive property. Upgrading.cc may use Metadata in any manner that is aggregated and anonymized such that the data cannot be identified back to customers or any properties.

13. LIMITATION OF LIABILITY

A. Upgrading.cc makes no representations or warranties regarding the Upgrading.cc system or including any temporary or permanent interruption of the operation of the Upgrading.cc system, or with respect to the number, frequency, or type of upgraded rooms booked and lounge access booked through the Upgrading.cc system.

B. You acknowledge that Upgrading.cc will not be liable for any indirect, special, incidental, or other consequential damages arising out of or relating to this agreement.

C. For any particular transaction, the maximum liability of Upgrading.cc shall not exceed the total fees paid to Upgrading.cc by the hotels.

D. Upgrading.cc has coverage relative to the delivery of the services offered. You acknowledge that in the absence of such limitations, the pricing and terms of the services may be substantially different. If you require Upgrading.cc to add any insurance policies, it may affect the transaction compensation.

14. Mutual Indemnification

a. Upgrading.cc agrees, at its expense, to indemnify, defend and hold harmless You and any of Your officers, directors, employees, or agents against any third-party claim, action, loss, damage, expense or other liability (including without limitation, attorneys ' fees and expenses) arising from any breach or default by Upgrading.cc under this Agreement, including, without limitation, a breach of any representation, warranty or covenant.

b. You agree, at Your expense, to indemnify, defend and hold harmless Upgrading.cc, each of its Affiliates and any of Upgrading.cc's or any of its Affiliates ' officers, directors, employees, or agents against any third-party claim, action, loss, damage, expense or other liability (including without limitation, attorneys ' fees and expenses) arising from or relating to

1. Your accommodations or services,
2. the performance of Your duties and obligations under this Contract or any breach or default by You under this Contract, including, without limitation, a breach of any representation, warranty or covenant, or
3. any allegation that Upgrading.cc's or any of its Affiliates' use, reproduction, distribution or display of the Property, Room, Lounge, Special Promotions & Packages and Add-On Information as permitted under this Agreement infringes or misappropriate the intellectual property rights of any third party.

c. If you agree to be our partner for grande and venti memberships, Upgrading.cc will provide you with an option of an EDM software or another more effective function to integrate your PMS seamlessly and securely to trigger email notifications automatically. The notifications will be triggered automatically based on pre-scheduled arrival dates and agreed market segmentations.

15. Amendment and Termination

a. Upgrading.cc reserves the right to modify and impose new or additional terms and conditions to this Agreement at any time. Upgrading.cc will provide written notice of any such changes to the terms in accordance with the notice provisions included in Section 5.i of this Agreement. If You do not accept such modifications or new or additional terms and conditions, You may terminate this Agreement upon written notice to Upgrading.cc within (30) days failing which this will constitute Your acceptance of such changes.

b. Either party may terminate the Agreement by giving the other Party written notice of its intention to terminate at least thirty (30) days in advance.

16. Representations and Warranties

In addition to any other representations and warranties made by You in this agreement, You hereby represent and warrant that You hold all licenses, permits and authorizations required to make Your rooms and lounges available for booking through the Upgrading.cc System and to otherwise comply with Your obligations under this Contract.

17. Notices

All notices must be in English, in writing, and sent by mail or email.

Upgrading.cc's notice address is:
67 Ayer Rajah Crescent #02-10/17 S139950
Attn: General Secretary, with a copy to c/o One Stop Hospitality Solutions Pte. Ltd.

Upgrading.cc’s email address is:

Attn: Legal Department (Email: partners@upgrading.cc). Your notice address/fax/electronic mail address will be Your then-current address/fax/electronic mail address as entered into Upgrading.cc by You.

18. Governing Law

This Agreement shall be governed in all respects by the laws of Singapore.

Any dispute arising out of this Agreement shall be finally resolved by arbitration in Singapore in the English language in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force which rules are deemed to be incorporated by reference into this clause. The arbitral tribunal shall consist of one (1) arbitrator to be agreed upon between the parties. Either party may propose to the other the name or names of one or more persons, one of whom would serve as the arbitrator. If no agreement is reached within thirty (30) days after receipt by one party of such a proposal from the other, the arbitrator shall be appointed by the Chairman of the SIAC

19. Miscellaneous

a. Each Party will fully comply with all international, national, state, federal or local laws, regulations and treaties applicable to its business and operations. You acknowledge that Upgrading.cc provides bookings for multiple properties and hotel chains, that Upgrading.cc has no obligation to disclose any terms relating to Upgrading.cc 's relationship with other properties, and that Upgrading.cc does not have any duty to disclose or segregate in any manner any amounts collected by Upgrading.cc from Customers under this Agreement.

b. This Agreement is not intended to and does not create joint venture relationship between or among the Parties.

c. A Party's failure to perform under this Agreement is excused if the failure results from a Force Majeure Event. A Party whose performance is impaired as a result of a Force Majeure Event shall promptly notify the other Parties.

d. Upgrading.cc may terminate this Agreement with immediate effect upon written notice to You should any government regulatory entity or any of its agencies, require that Upgrading.cc be investigated, registered or licensed in any form as a result of this Contract.

e. No provision in this Agreement may be waived, unless such waiver is confirmed in a writing signed by the Parties.

f. If any part of this Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement continues in effect.

g. The language of this Agreement will be English and any translation of this Agreement into a language other than English will be for reference purposes only. In the event of a conflict of interpretation, the English language will prevail.

h. Except as otherwise agreed upon by the Parties, the currency of all payments contemplated under this Agreement will be decided by Upgrading.cc.

i. This Agreement (including any amendments or addenda hereto) is the Parties' entire agreement respecting the subject matter hereof and supersedes all prior agreements, representations or undertakings whether written and oral, respecting the subject matter.

This Agreement was last updated on 3 January 2019.