Cendyn Terms

MASTER SERVICES ACCESS AGREEMENT

THE INDIVIDUAL OR ENTITY EXECUTING AN ORDER FORM (“Customer”) THAT INCORPORATES THIS MASTER SERVICES AGREEMENT (collectively Order Form and this MASTER SERVICES ACCESS AGREEMENT, “AGREEMENT”) AGREES THE FOLLOWING TERMS AND CONDITIONS GOVERN ACCESS TO, AND THE PROVISION OF, THE SERVICES BY CENTRAL DYNAMICS, LLC (“CENDYN”) TO CUSTOMER. THIS AGREEMENT IS EFFECTIVE AS OF THE DATE CUSTOMER EXECUTED AND RETURNED TO CENDYN AN ORDER FORM (“Effective Date”). A copy of this entire Agreement is available for download and printing by clicking here.  If at any time you do not agree to all of its terms set forth below, or as amended, please immediately discontinue use of this website and the Services (defined below). Your use of the Services (defined below) is subject to this Agreement.

  1. Use of Pronouns or IdentifiersThe terms “you or your”, “Customer” or when applicable “Party” applies to and means both the corporate entity you represent and/or you individually.
  2. Definitions“Affiliate(s)” shall mean any entity or person directly or indirectly, through one or more intermediaries, owns, controls, is controlled by or is under common control with, aligned with, or under the influence of any person or entity to which the reference is made. For the purposes of this definition “owned, controlled, aligned with, or under the influence of” shall mean more than fifty percent (50%) ownership of voting power or beneficial interest, or an officer, director, trustee, employee, stockholder of fifteen percent (15%) or more of the voting stock or interests (each an “Affiliate”). The Customer is jointly and severally liable for the acts of its Affiliates in relation to this Agreement and access and use of the Services.“Aggregated Data” shall mean numerical or non-numerical data inputted from multiple sources and/or on multiple measures, variables and individuals including the Customer, end users, Customer Data, or data outputted as a result of the Customer’s use of the Services that is masked or are otherwise anonymous and no longer identifiable as to its source. All Aggregated Data shall be the sole property of Cendyn. In no event shall Aggregated Data be considered as, or being comprised of Customer Data or Customer’s Confidential information for the purposes of Section 6 of this Agreement or Customer Data. In addition to Aggregated Data, Cendyn and its Affiliates may collect and use technical information gathered as part of our support services. We may use this information to improve our products and services. We will not disclose this information in a form that personally identifies you.

    “Agreement” shall mean collectively the Order Form and this Master Services Agreement , incorporated thereto in its entirety, as amended from time to time.

    Authorized Users” Shall mean individuals who are employees of Customer, its Affiliates, subsidiaries or agents under Customer’s control.

    “Cendyn Appliance” shall mean the required hardware, which may be provided by Cendyn for installation at Customer location(s) to enable use of eConnectivity® or other Services.

    Cendyn Data” means any and all information contained in any Cendyn System including, but not limited to, pricing information and the Output, but excluding only the Customer Data.

    “Configuration (s)” shall mean (a) the initial creation of templates, data, files, processing, user names and passwords; and/or (b) any initial changes to the Services requested by the Customer or its Affiliate and performed by Cendyn during implementation, which do not affect the core functionality or core code of the Service.

    “Copyrights” means all U.S. and foreign registered and unregistered copyrights (and applications for registration of the same and any goodwill associated with any and all of the foregoing) in and to any Cendyn System, including the Enhancements, the Host Systems, the Cendyn Data, including the Output, and Instructional Information (or any part, component or expressions of any of foregoing).

    “Custom Enhancement” shall mean an Enhancement that is developed by Cendyn for the benefit of Customer and paid by Customer pursuant to an executed Statement of Work (SOW).

    Customer” shall mean the Customer’s corporate entity listed on the Order Form, its employees, agents, Authorized Users and end users of the Services.

    “Customer Data” shall mean data retrieved from, or inputted by, the Customer or end users of the Services, data added by Customer or an end user to a Services application as a result of Customer or end user access to the Service(s), data acquired for Customer by Cendyn and loaded into a Services application, or any other data or information of Customer or end user accessed, obtained or provided to Cendyn by Customer or an end user pursuant to this Agreement. In no event shall Aggregated Data be considered as, or being comprised of, Customer Data.

    “Customer Documentation” shall mean the technical specifications and functionality that Cendyn shall incorporate into the Services, as may be amended from time to time.

    Deliverables” shall mean the results obtained from the work performed based on this Agreement or a SOW intended to be delivered to the Customer.

    “Documentation” shall mean collectively the End-User Manual and Customer Documentation.

    “End User Manual” shall mean the manual given to the Customer by Cendyn for use by the Customer’s end users or “help” information that is provided by Cendyn with the Services, whether in electronic or hard copy form.

    Enhancements” means any and all enhancements, revisions, upgrades and modifications to any Cendyn solution and all other derivative works thereof, developed and implemented by or on behalf of Cendyn (or its licensors) for Customer or, on a non-exclusive basis, for any other licensees of any Cendyn solution or otherwise developed by or on behalf of Cendyn (or its licensors) and includes the Services.

    “Error” shall mean a reproducible failure of the Services that causes the Services to not perform in substantial accordance with the description outlined in the Documentation.

    “Fees” shall mean the Configuration fees, monthly subscription, marketing, support, maintenance fees and any other fees paid by the Customer to Cendyn pursuant to this Agreement and any related SOW (as defined below).

    “Franchisee” person or entity granted a license to do business under the Customer’s trademark, trade name, and business model. The Customer is jointly and severally liable for the acts of its Franchisees in relation to this Agreement and the Services.

    Go-Live Date” shall mean the date on which the Services are made available to the Customer’s end users.  Specifically, for Revenue Cloud (a) for guestrev, one-way connectivity of live reservation data being sent from Customer’s property management system (“PMS”) to the Revenue Cloud System; (b) for grouprev one-way connectivity of live data being sent from Customer’s sales and catering system to the Revenue Cloud System; (c) for revintel, one-way connectivity of live PMS data being sent from Customer’s PMS to the Revenue Cloud System.

    Host Systems” means all systems used in connection with the hosting of any Cendyn Solution and any and all enhancements, revisions, upgrades and modifications thereto and all other derivative works thereof.

    Instructional Information” means information, documentation or other media that includes information on the installation, maintenance, use, development, improvement, or technical aspects of any Cendyn Solution, including the Enhancements, or the Host Systems.

    Intellectual Property” collectively means Trade Secrets, Copyrights, Patents, Tradenames, Trademarks, Service Marks, Know-How and any other intellectual property rights in and to any Cendyn Solution, including the Enhancements, the Host Systems, the Cendyn Data, including the Output, and Instructional Information (or any part, component or expressions of any of the foregoing).

    Know-How” means a process, idea, concept, technique and other information that is not necessarily a Trade Secret or subject to a Patent, but relates to the a Cendyn Solution, including the Enhancements, the Host Systems, the Cendyn Data, including the Output, or Instructional Information (or any part, component or expressions of any of the foregoing), (e.g., maintenance and service information, scientific, commercial and technical data and other information) and is presently available or which may become available to Cendyn (or its licensors) through its actions or through the actions of others.

    Order Form”. The Cendyn form executed by you on behalf of the Customer from which specific Services were ordered and to which this Agreement in its entirety, as amended from time to time, is incorporated.

    Party” or “Parties” means, respectively, either Cendyn or Customer, and as the context requires both Cendyn and Customer.

    Patents” means the U.S. and foreign patents and patent applications and any additions, divisions, continuations, continuations-in-part, amendments, amalgamations, reissues and re-examination of such applications or patents, including any extensions and renewals thereof, in whatever form and by whatever legal title they are granted (e.g., a supplementary protection certificate), in and to any Cendyn solution, including the Enhancements, the Host Systems (or any part, component or expressions of any of the foregoing), the Cendyn Data, including the Output, and Instructional Information.

    Privacy Information” shall mean collectively: (a) data related to the Customer’s operations, (b) personally identifiable information; (c) protected health information as defined pursuant to the Health Insurance Portability and Accountability Act (HIPAA), as amended; and (d) credit card information and related data, as further defined pursuant to the Payment Card Industry (PCI) Data Security Standards. Aggregated Data shall not be considered as, or being comprised of, Privacy Information.

    “Service(s)” shall mean the Cendyn owned and licensed software system (s) referenced on the on the Order Form for which Customer has paid the required Fees inclusive of any implementation, training, professional services, support or other consulting services to be provided by Cendyn to Customer as set forth in this Agreement..

    Statement of Work” orSOW” shall mean a document signed by both Parties that defines project-specific activities, deliverables and timelines for Cendyn in providing services to Customer in accordance with the terms of this Agreement.

    “Support Services” shall mean the logging, tracking and resolution by Cendyn of Errors reported by Customer pursuant to Section 5 of this Agreement.

    Tradenames, Trademarks and Service Marks” mean the registered and unregistered tradename(s), trademark(s) or service mark(s) (and applications for registration of the same and any goodwill associated with any and all of the foregoing) used by Cendyn with, or in association with, any Cendyn System.

    Trade Secrets” mean information including, but not limited to, the whole or any portion of any scientific or technical information, design, process, formula, pattern, compilation, program, data, device, method, technique, improvement, collection of information, confidential business information or financial information, listing of names, addresses or telephone numbers, or other information relating to any business or profession which is secret and has commercial value, whether through actual use, or informational value, and is maintained as a secret by Cendyn (or its licensors) or is disclosed only with confidentiality restrictions placed on the recipient(s).

    “Updates” shall mean Service versions produced to correct Errors or to accommodate upgraded versions of system operating environments.

  3. Limited Access to Services & Limited License
    1. Subject to the Customer’s continual timely payment of all Fees owed to Cendyn on applicable Order Form and abidance by the terms of this Agreement, as amended from time to time, as of the Effective Date Cendyn grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable ,non-assignable (except as permitted under Section 14 below), royalty-free, worldwide license to access, display and use the Services by Customer and its Authorized users solely for internal business purposes in strict accordance with the terms of this Agreement (“License”). All rights to Aggregated Data and all rights not expressly set forth in this Agreement are reserved by, and automatically inure to the sole ownership and benefit of, Cendyn. Customer acknowledges this Agreement is a “Software as a Service” agreement and Cendyn will not deliver copies of any software or code to Customer as part of the Services.
    2. Customer acknowledges the Aggregated Data, the Services and their structure, organization, software code, binary code, compiled code, source code, scripting, code and associated Documentation constitute valuable trade secrets and intellectual property of Cendyn. Accordingly, Customer agrees not to: (1) copy, download, use offline, modify, adapt, alter, translate, or create derivative works, customizations or enhancements from the Services; (2) merge, or in any way alter the Services with or without other software; (3) sublicense, lease, rent, or loan the Services  to any third party;  (4) reverse engineer, decompile, disassemble or otherwise attempt to derive or reveal the software code, binary code, compiled code, source code or the scripting code for the Services; or (5) otherwise use the Services except as expressly allowed in this Agreement.
    3. Cendyn and its licensors retain and reserve exclusive ownership of all worldwide copyrights, trademarks, trade secrets, patent rights, proprietary rights, moral rights, property rights and all other industrial or intellectual property rights in the Services, Deliverables and Documentation, including any derivative works, modifications, Updates or Enhancements made by Cendyn, or by Customer in violation of this Agreement. Cendyn and its licensors reserve all statutory, common law and international ownership, intellectual property rights, property rights, proprietary rights and moral rights in and to the Services, Deliverables and Documentation. Nothing in this Agreement will be deemed to grant, by implication, estoppel or otherwise, any ownership or license of any part of the Services or under any of Cendyn’s existing or future patents, copyrights, trademarks or intellectual property. Customer agrees not to remove, alter, or obscure any copyright, trademark or other proprietary rights notice on or in the Services or Documentation.
    4. Customer hereby grants to Cendyn a non-exclusive, fully paid, world-wide and irrevocable license to use Customer Data as required to provide the Services, and to copy, anonymize, aggregate, process, disaggregate and display Aggregated Data for the sole purposes of deriving or compiling  or incorporating such Aggregated Data with or into other similar data and information available, derived or obtained from other clients, customers, licensees or users of the Services for internal statistical or performance analysis by Cendyn. Customer’s grant of license herein for Aggregated Data shall survive the expiration or termination of this Agreement.  Cendyn represents and warrants that the scope of use of the Aggregated Data will be limited to the terms of this Section and upon disaggregation the Aggregated Data, will be anonymous and incapable of re-assembly or identification as to its specific source.
    5. Customer agrees not to use the Services, Deliverables or Documentation in any manner that violates any local, state, federal or any law of other nations including but not limited to, any laws related to the posting or production of information that may violate third party rights, defame a third party, be obscene or pornographic, harass or assault others, violate hacking, privacy or computer crime regulations or laws. Cendyn does not monitor, nor edit the content of any transmissions, postings, routings or other materials or communications which Customer may send, post, route, transmit, produce or otherwise move through the Services.  Customer will defend, indemnify and hold Cendyn, its officers, contractors, directors, shareholders, agents and employees harmless, including the payment of reasonable attorney’s fees, from and against any such actions or violation of such laws or regulations by Customer or any of its agents, officers, directors, shareholders, contractors or employees.  Customer is required to ensure, and is strictly liable for, the use of the Services and adherence to the terms of this Agreement by its Authorized Users and end users.
    6. Cendyn acknowledges that Customer Data is the property of Customer. Cendyn agrees to return all Customer Data to Customer within thirty (30) days of written request and upon the remittance by Customer of any fees and expenses required by Cendyn related to the transfer of the Customer Data. Cendyn agrees to keep Customer Data confidential and will use reasonable commercial efforts to maintain the security of the Customer Data. Cendyn agrees to comply with the requisite Payment Card Industry Data Security Standard, Payment Application Data Security Standard, and Payment Brand Rules, only to the extent the Services involve (in whole or in part) the storage, processing, or transmission of credit card data or primary account numbers.
    7. Customer’s end users are required to provide login information to Cendyn in order to access the Services. Cendyn will assign Customer a confidential identification number and password to allow only an authorized officer, partner or principal representative of Customer to manage the Customer’s account, including requesting additional login information (“Administrative Login”). Cendyn will provide additional login information for use by end users designated by the Customer, as requested from time to time by Customer through the use of the Administrative Login.  Customer is solely responsible to secure, maintain and protect its login information and for all actions authorized or undertaken by an end user.  Customer will: (i) protect the confidentiality of all login information, (ii) notify Cendyn of any breach of the confidentiality of any login information, and (iii) notify Cendyn if any individual who knows the login information leaves the employment of Customer, is no longer authorized to use the login information or misuses the login information.  From time to time, Customer will provide Cendyn a machine-readable file that includes the names and login information of persons who are authorized to access and utilize the Services on behalf of Customer.  At no additional charge, within twenty-four (24) hours of receipt of such information, Cendyn will use such information to update the record of end users able to access the Services.   Customer will not provide login information to any person that is not a user designated by a Customer as set forth herein. Customer agrees to indemnify, defend and hold Cendyn, its employees and agents harmless from any and all claims, demands, lawsuits, legal proceedings and judgments that directly or indirectly arise from, or relate to, a breach of this paragraph by the Customer.  This subsection shall survive the termination or expiration of this Agreement.
    8. If the interface to a Customer’s system requires a Cendyn Appliance for the Customer to use the Services, Customer acknowledges the Cendyn Appliance is owned by Cendyn and is provided solely to enable use of eConnectivity® or related products and Services. At its sole cost, Customer must return the Cendyn Appliance within thirty (30) calendar days from the expiration or termination of this Agreement or the use of the Cendyn Appliance, whichever is sooner. Time is of the essence in regard to this subsection and Customer agrees and acknowledges to remit fifteen hundred dollars ($1,500) per Cendyn Appliance for each Cendyn Appliance it fails to timely return as set forth herein.  This subsection shall survive the termination or expiration of this Agreement.
    9. Customer shall ensure that each Authorized User shall access Cendyn System lawfully in accordance with any terms of access that Cendyn provides. Customer is solely responsible for obtaining, at its own cost and expense, the requisite software, equipment and telecommunications service(s) necessary to access the Cendyn System.
    10. Customer and its Authorized User’s right to use the Cendyn System shall terminate immediately upon termination of this Agreement or upon termination of Authorized User’s employment or authorization to access the Cendyn System. Customer shall be solely responsible for monitoring and terminating, when appropriate, its Authorized Users’ access to the Cendyn System. Cendyn shall not be responsible or liable for the use or misuse of any access. Customer shall be solely and exclusively responsible and liable for any use or access of the Cendyn System by any person or entity who, as a result of permission granted by Customer or the negligence or intentional misconduct of Customer or its Authorized Users, gains access to the Cendyn System through the use of Customer’s access.
    11. Customer shall be responsible for providing the hardware and software necessary to access the Services.
  4. Payment Terms
    1. Customer shall pay Cendyn any Upfront, Software Subscription Fees, Configuration and Services Fees in the amounts and at the times specified in the Order Form (and such other Fees as set forth in any additional Order Forms agreed upon and executed by the Parties).
    2. Cendyn shall invoice Customer according to the applicable Order Form. All Fees and expenses invoiced shall be due in full within twenty (20) days of receipt of invoice or be subject to late fees in the amount of one (1) percent per month on the outstanding balance.
    3. Customer will reimburse Cendyn for all reasonable out-of-pocket expenses, including, but not limited to, air fare, lodging, meals and rental of automobiles incurred by Cendyn during the delivery of the Services on behalf of Customer. Reimbursement will be subject to Customer’s travel policy then in-effect and provided to Cendyn otherwise will utilized Cendyn travel policy.
    4. If Customer makes payments via electronic debit (as further provided in Attachment A), payments shall be initiated by Cendyn 20 days following invoice date or the first business day thereafter.
    5. Customer shall pay any applicable sales, use, ad valorem, stamp or other taxes based on the license granted or services received under this Agreement or Customer’s use of the Cendyn System, exclusive, however, of income taxes levied upon Cendyn’s income.
  5. Support Services.
    Cendyn support services levels are detailed on Schedule B. Cendyn shall have no obligation to provide support, maintenance or enhancements for the Cendyn System to Customer if: (1) the Cendyn System was not used in accordance with the Instructional Information without Cendyn authorization; (2) the Cendyn System was altered, modified or converted by Customer without Cendyn’s prior written consent; (3) Customer’s computer malfunctioned and the malfunction caused a defect in the Cendyn System; or (4) any other cause within the control of Customer without Cendyn authorization that caused the Cendyn System to not perform substantially in accordance with the Instructional Information.
  6. Confidential InformationCendyn and Customer shall each retain in confidence all information transmitted to it by or under authorization of the other Party pursuant to or in connection with this Agreement in which the disclosing Party identifies as being proprietary or confidential or that, by the nature of the circumstances surrounding the disclosure, would in good faith be treated as proprietary and/or confidential (“Confidential Information”).  Neither Party will make use of the other Party’s Confidential Information except pursuant to the terms of this Agreement.  By way of example, but not limitation the following information is considered Confidential Information: (a) this Agreement and its terms, (b) the technology, ideas, formulae, know how, documentation, procedures, algorithms and trade secrets embodied in the Services, technical documentation, solution methodology, end user manuals, Documentation and Deliverables, (c) Customer Data, end user ID’s and passwords; and/or (d) any other information, in any form identified in writing as confidential. If Cendyn obtains information relating to Customer from third parties to whom it is directed by Customer, then Cendyn shall treat such information as Customer’s Confidential Information under this Agreement. Cendyn agrees, without limitation, that Customer Data is part of the Customer’s Confidential Information.
    1. The receiving Party shall not disclose Confidential Information or use it in any manner not expressly authorized by this Agreement. Unless written authorization is received from the disclosing Party, the receiving Party shall not: (a) disclose the disclosing Party’s Confidential Information or allow it or cause it to be disclosed to any third parties; (b) destroy any disclosing Party’s Confidential Information or cause it to be inaccessible to the disclosing Party (other than in accordance with its standard document retention policy); or (c) use the disclosing Party’s Confidential Information or allow it to be used for purposes other than in furtherance of this Agreement.
    2. Either Party’s written or oral designations of confidentiality may include the designations “confidential,” “proprietary,” “secret,” “not subject to disclosure,” or words of similar import. Such designations may appear on or in the subject document, item, or information.  However, absence of a designation shall not support a presumption information provided is not Confidential Information.  Rather, both Party’s will assume information provided in such a manner is Confidential Information.
    3. The receiving Party shall immediately inform the disclosing Party in writing of any suspected, actual or threatened disclosure or unauthorized use of the disclosing Party’s Confidential Information. If a third Party seeks disclosure of Confidential Information from the receiving Party, through discovery in a judicial process or otherwise, the receiving Party shall, except to the extent prohibited by applicable law, immediately notify the disclosing Party and shall cooperate with the disclosing Party’s attempts, at its sole cost, to prevent such disclosure via by a protective order or similar means. If disclosure is ordered by a court or similar tribunal with jurisdiction, and all appeals have been waived or exhausted by the disclosing Party, such disclosure is limited to only such Confidential Information necessary to comply with the order.
    4. Confidential Information shall not include any information: (1) generally known to the public or otherwise publicly available without restriction (other than through the wrongful act of the Party receiving the information, g., breach of this Agreement); (2) lawfully received from a third party source without restriction and without violation of this Agreement; (3) as demonstrated through documentary evidence, contemporary at the time of the development, developed independently by the receiving Party without the use of or access to Confidential Information; (4) as demonstrated through documentary evidence, contemporary at the claimed pre-Agreement or pre-disclosure period, known to the receiving Party prior to the date of this Agreement (or first disclosure by the disclosing Party, if earlier); or (5) released generally by the owner of the rights in the Confidential Information to other persons, firms, or entities without any restrictions. The public availability of some information, separately, or in an uncollected or incomplete form, shall not support a presumption against the confidential status on such information as part of a confidential compilation or collection.
    5. Upon termination or expiration of this Agreement, or upon the disclosing Party’s request, the receiving Party shall immediately deliver to disclosing Party all disclosing Party’s Confidential Information in its custody or under its control, except where this Agreement provides for retention of such Confidential Information.
  7. Warranties; Limitation of Liability.The following warranties shall constitute Customer’s sole and exclusive warranties at law, common law, implied, expressed in this Agreement or otherwise.
    1. Services Warranty.If Customer is unable to use the Services due to an Error, the Service is not compatible or does not effectively operate or the Service is not in substantial conformity with the Service description outlined in the Documentation, written notice thereof shall be promptly given to Cendyn in accordance with the Error reporting requirement set forth in this Agreement.   If Cendyn is able to reproduce the Error, Cendyn will use technically reasonable efforts to remove the Error.  Cendyn may, at its own discretion, implement a by-pass solution or supply a modified or improved or enhanced version of the Services.  If Cendyn is unable to rectify the Error within sixty (60) days from the date Customer reported the Error, Cendyn will provide a pro-rated refund of monthly Fees paid in advance by Customer, subject to the terms of this Agreement.  Cendyn’s Services warranty shall not apply to Errors caused by improper use, improper installation, improper handling or maintenance, improper operating means, modifications or customizations made by Customer or any third party under its direction, Errors caused by the Customer or any third party under its direction or any Error arising from or related to a breach of this Agreement by Customer.
    2. ADA.Cendyn warrants that as of the Go-Live Date, public end user websites developed by Cendyn (“Websites”) as delivered will be compliant with the Americans With Disabilities Act of 1990, Pub. L. No. 101-336, 104 Stat. 328 (1990) (“ADA”). However, due to uncertain and dynamic statutory and common law applicability of the ADA, and the Customer’s own updating or modification of its Websites, Cendyn does not warrant, and specifically disclaims, the Websites will remain ADA compliant after the Go-Live Date. The Customer acknowledges and agrees Cendyn will not monitor the Customer’s use of the Websites for ADA compliance after their respective delivery to the Customer. Customer further acknowledges and agrees, Cendyn has, without any express or implied warranty as to their performance, recommended independent vendors for the Customer to interview, research and consider retaining for the purposes of ensuring ADA compliance with the Websites after their respective Go-Live Date.
    3. Intellectual Property.Cendyn represents and warrants: (1) it has title and ownership of, or a license to use as contemplated in this Agreement, such copyrights, patents, trademarks, trade secrets, and other intellectual property comprising the Services and Documentation; and (2) the Services do not violate, or in any way, infringe upon, any rights of third parties including, without limitation, any property, contractual, employment, proprietary information, non-disclosure, trade secrets or any intellectual property rights.
    4. LIMITED WARRANTY.EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 7, THE SERVICES, INCLUDING, BUT NOT LIMITED TO CONFIGURATION(S), ENHANCEMENTS AND UPDATES, ARE PROVIDED “AS-IS” AND AS AVAILABLE WITHOUT ANY EXPRESS, IMPLIED OR STATUTORY WARRANTY WHATSOEVER. EXCEPT AS PROVIDED IN THIS SECTION 7, CENDYN DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES INCLUDING, BUT NOT LIMITED TO, ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  NO REPRESENTATION, STATEMENT OR OTHER AFFIRMATION OF FACT REGARDING THE SERVICES SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF CENDYN WHATSOEVER.  CUSTOMER ACKNOWLEDGES AND AGREES IT HAS NOT RELIED ON ANY REPRESENTATION, STATEMENT OR OTHER AFFIRMATION OF FACT OTHER THAN THE EXPRESS WARRANTIES IN THIS SECTION.
    5. LIMITATION OF LIABILITY:NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, REMOTE, UNFORESEEABLE, INDIRECT, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, INDEMNIFICATION, LOST PROFITS, REVENUE, DATA OR SAVINGS, LOSS OF GOODWILL, OR THE LOSS OF USE OF ANY DATA OR REVENUE. EXCEPT FOR VIOLATIONS OF SECTION 6, UNDER NO CIRCUMSTANCE SHALL EITHER PARTY’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER WHETHER STATUTORY, IN CONTRACT, TORT OR OTHERWISE, EXCEED AN AMOUNT EQUAL TO THE FEES ACTUALLY PAID TO CENDYN UNDER THIS AGREEMENT FOR THE PRECEDING TWELVE (12) MONTH PERIOD.  THE PARTIES ACKNOWLEDGE THE FEES PAID BY THE CUSTOMER ADEQUATELY REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND CENDYN WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.  THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.
    6. Customer Acknowledgements. The Customer acknowledges the following:
      1. It is not possible to completely preclude all Errors, technical software problems or interruptions in access or use of the Services.
      2. Cendyn does not warrant the absence of any Errors, defects, or operation of the Services without any interruption. Transmission or ISP errors outside of Cendyn’s control are specifically excluded from any warranties set forth in this Agreement.
      3. Customer is solely responsible for: (i) compliance with this Agreement by all of its end users; (ii) the accuracy, quality, and legality of any of its content or Customer Data; (iii) using commercially reasonable efforts to prevent unauthorized access to, or use of, the Services; (iv) promptly notifying Cendyn of any such unauthorized access or use; (v) using the Services only in accordance with the Documentation, acceptable use policies, applicable laws and this Agreement; and (vi) obtaining and maintaining all telephone, computer hardware, Internet access services and other equipment or services needed to access and use the Services.
      4. Customer is solely responsible for obtaining all licenses, permits or authorizations as required from time to time by the United States and any other government for any export or use of the Services.
    7. Survival.This Section shall survive the termination or expiration of this Agreement.
  8. Mutual Indemnification
    Subject to the limitations of liability set forth in Section 7, each Party (as an “Indemnifying Party”) shall indemnify the other (as an “Indemnified Party”) against all losses arising out of any proceeding brought by either a third party or an Indemnified Party that arises out of the Indemnifying Party’s willful misconduct or gross negligence.
  9. No Solicitation
    During the Term of this Agreement and for a period of one year thereafter, unless otherwise agreed to in writing, neither party shall solicit for employment nor retain the services of those of the current or former personnel of the other party who materially participated in the provision of Services hereunder. General employment advertisements shall not be considered, in and of themselves, a breach of this Section.
  10. Intellectual Property
    1. Should any portion of the Services become, or in Cendyn’s reasonable opinion be likely to become, the subject of a claim of Infringement, Cendyn may, at its sole option and expense, and in addition to the indemnity provided below in subsection (b), provide the following as the Customer’s sole remedy: (i) procure for Customer the right to use the Services free of any liability for Infringement; (ii) replace or modify the applicable portion of the Services with a non-infringing substitute otherwise complying substantially with all the requirements of this Agreement; or (iii) terminate this Agreement and immediately refund to Customer all Monthly Fees paid in advance for the balance of the then current Term.
    2. Provided Cendyn is promptly informed in writing and furnished a copy of each communication, notice or other action relating to an alleged infringement and is given authority, information and assistance as necessary to defend or settle such claim, Cendyn will defend, indemnify, and hold Customer and its directors, officers, employees, and agents (“Indemnitees”) harmless from and against any action brought against Customer to the extent such action is based on a claim of direct infringement of any duly issued patent or copyright resulting from Customer’s use of the Services in accordance with the terms of this Agreement (”Infringement”). Cendyn may, upon written notice to the Indemnitees, undertake to conduct all proceedings or negotiations in connection therewith, assume the defense thereof and take all other required or appropriate steps to settle or defend any such claims.
  11. Data Security.
    1. When receiving or accessing Privacy Information, Cendyn agrees to: (i) collect, receive, transmit, store, dispose, use and disclose such Privacy Information in accordance with all privacy and data protection laws, as well as all other applicable regulations, (ii) keep and maintain such Privacy Information in strict confidence, using such degree of care as is appropriate to avoid unauthorized access, use or disclosure and (iii) use and disclose such Privacy Information solely and exclusively for the purposes for which the Privacy Information, or access to it, is provided pursuant to the terms and conditions of this Agreement. Cendyn shall be responsible for, and remain liable to, Customer for the actions and omissions of all employees, contractors or other representatives who are engaged by Cendyn concerning the treatment of Privacy Information as if they were Cendyn’s own actions and omissions.
    2. Cendyn shall notify Customer of (i) any act or omission that compromises either the security, confidentiality or integrity of Privacy Information collected from End Users in connection with this Agreement or (ii) a breach or alleged breach of this Agreement relating to the privacy practices of Cendyn. Customer shall likewise promptly notify Cendyn of any suspicious or malicious activity, potential vulnerabilities, or security weaknesses of which it becomes aware by emailing security@cendyn.com. Cendyn shall cooperate with Customer as reasonably requested to investigate any security breach, and Cendyn shall use best efforts to remedy any security breach as soon as commercially possible and prevent any further security breach at Cendyn’ s expense in accordance with applicable privacy rights, laws, regulations and standards.
    3. In the event of any unauthorized access to and acquisition of Privacy Information by a third party while in the possession of Cendyn or in transit from Cendyn, which materially compromises the security, confidentiality or integrity of such Privacy Information (“Data Security Breach”), Cendyn shall promptly investigate the cause of such Data Security Breach and shall at its sole expense take all reasonable steps to: (i) mitigate any harm caused to affected individuals, (ii) prevent any future reoccurrence, and (iii) comply at its sole expense with applicable data breach notification laws.
  12. Term, Renewal and Termination
    1. For Cause Termination.This Agreement may only be terminated: (1) by Cendyn for cause upon thirty (30) calendar days’ written notice to Customer if Customer is in material breach of this Agreement and such breach remains uncured at the expiration of such thirty (30) calendar day period; (2) by Customer upon thirty (30) calendar days’ written notice to Cendyn if Cendyn is in material breach of this Agreement and such breach remains uncured at the expiration of such thirty (30) calendar day period; or (3) by Cendyn for nonpayment of any Fees due hereunder upon thirty (30) calendar day written notice to Customer and such nonpayment remains uncured at the expiration of such thirty (30) calendar day period  (collectively items 1,2 & 3 “For-Cause Termination”).  A For-Cause Termination in no way limits any other rights or remedies the non-breaching Party may be entitled to in law or in equity pursuant to this Agreement.
    2. Customer Data.Upon termination or expiration of this Agreement, Cendyn shall cooperate in data retrieval and transfer necessary to Customer.  Cendyn shall prepare and deliver to Customer an estimate of the projected costs of such retrieval and transfer.  The data retrieval and transfer work will be performed at the rate of $125 per hour for Customer Data. Cendyn shall deliver the Customer Data in either text, .xls or comma delimited format. If requested, Cendyn will use its best efforts to accommodate the Customer’s request for a data format other than those set forth herein.  Customer acknowledges it may incur additional charges depending on the complexities of the Customer’s requested data transfer format.  A condition precedent to Cendyn cooperating with any data retrieval request is the prepayment of all estimated data transfer charges, which shall constitute the Customer’s acceptance to pay additional data transfer charges if the amount estimated by Cendyn was insufficient.
  13. Force Majeure
    Other than the Customer’s obligations related to the payment of Fees, neither Party shall be deemed in default of this Agreement to the extent any delay or failure in the performance of its obligations results from any cause beyond its reasonable control and without its fault or negligence, such as acts of God, acts of civil or military authority, embargoes, epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods or strikes (“Force Majeure”)
  14. Joint Marketing Effort.
    Cendyn may make general references to its relationship with Customer in appropriate marketing materials, such as press releases, white papers, testimonials etc. Customer agrees to provide reasonable assistance to Cendyn in these efforts
  15. Assignment
    Neither Party may assign this Agreement, or assign or delegate any right or obligation hereunder, without the prior written consent of the other Party.  Notwithstanding the foregoing, either Party may assign this Agreement or assign or delegate its rights and obligations under this Agreement to an Affiliate or a successor to all or substantially all of its business or assets relating to this Agreement whether by sale, operation of law or otherwise without notice to the other Party. In the event of an assignment, the original Party and its assignee shall become jointly and severally liable for their obligations pursuant to this Agreement.  Other than the names of the respective Parties, an assignment permitted pursuant to this Section shall not cause or be considered an amendment or modification to this Agreement.
  16. RelationshipCendyn is acting as an independent contractor with respect to the Services provided to Customer. Employees of Cendyn performing Services for Customer will not be considered employees or agents of Customer. Cendyn is responsible for all employee tax and withholding and will comply with all applicable laws with respect to hiring and employment of such employees. Nothing contained in this Agreement shall be construed to imply a joint venture, partnership or principal-agent relationship between the Parties and neither Party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other Party.
  17. NoticeBy submitting your email address You: (a) consent to receive communications from us in an electronic form via the email address you have submitted; and (b) agree that all Agreements, notices, disclosures, and other communications Cendyn provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in written paper form. The foregoing does not affect your non-waivable rights. Cendyn may also use your email address to send you other messages, including information about the Services, Cendyn, its Affiliates and/or special offers. You may opt out of such promotional email, but not Cendyn’s official notices pertaining to this Agreement or the Services, by changing your account settings, using the “Unsubscribe” link in the message, or by sending an email to support@cendyn.com or mail to the following postal address:Customer Support
    Central Dynamics LLC
    Attn:  Support c/o COO
    980 North Federal Highway, Suite 200
    Boca Raton, FL 33432

    To Cendyn:Central Dynamics LLC
    Attn:  President and CEO
    980 North Federal Highway, Suite 200
    Boca Raton, FL 33432

  18. SurvivalIn addition to the instances of survival specifically set forth in this Agreement, any provision of this Agreement which imposes an obligation after termination or expiration of this Agreement shall survive the termination or expiration of this Agreement.
  19. Statute of Limitations.
    The Parties hereby agree the statute of limitations for any claims brought related to, or arising from, this Agreement, whether in contract, tort, common law or by statute, must be brought within one year of the date of accrual of such cause of action, and any claim or cause of action of a Party shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such one-year period.
  20. Amendment
    This Agreement may be amended by Cendyn from time to time.  Cendyn may amend this Agreement by emailing and/or posting revised terms for your review and acceptance, providing advanced notice to you and giving you the option to discontinue using the Services if you do not agree to the amended terms of this Agreement.  If you continue to use the Services after this Agreement is amended you will be deemed to have agreed to all of the Agreement’s amended terms
  21. United States Compliance.
    You represent and warrant that (i) you are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) you are not listed on any United States government list of prohibited or restricted parties.
  22. Acknowledgement.
    Cendyn acknowledges that some of its Customers may intend to conduct a business subject to licenses issued by governmental authorities in the State of Nevada or elsewhere that regulate gaming and related matters (“Governmental Authority”). The Parties acknowledge the Governmental Authority may revoke, suspend, limit or restrict any registrant, licensee or person found suitable if associated with an unsuitable person. Cendyn will disclose to any such Customer information reasonably required to enable Customer or any affiliate of Customer to conduct background investigations generally necessary to satisfy requirements imposed on Customer and its affiliates by such Governmental Authority. If Cendyn, or any person or entity connected with Cendyn is found unsuitable by the regulating Governmental Authority, or if Customer is advised by the regulating Governmental Authority to cease doing business with Cendyn, or if Customer, its parent or affiliates, in its reasonable, good faith belief determines its licenses or applications for licensure could be adversely affected by its association with Cendyn, Customer shall have, upon the expiration of written notice to Cendyn from Customer with a sixty day opportunity to cure, or more time if reasonably necessary, the right to terminate this Agreement without further liability for Fees except any Fees that had accrued and were due as of the date of such termination.
  23. Governing Law; Jurisdiction.
    This Agreement and all of the rights and obligations of the parties hereto and all of the terms and conditions hereof shall be construed in accordance with and governed by and enforced under the laws of the State of Florida (without giving effect to its conflict of laws principles). Any legal action or proceeding relating to this Agreement shall be instituted exclusively in the state or federal courts sitting in the State of Florida. Cendyn and Customer agree to submit to the jurisdiction of, and agree that venue is proper in, the aforesaid courts in any such legal action or proceeding. Each Party waives its right to a jury trial in any litigation. In any action or proceeding brought by Cendyn to enforce any provision of this Agreement, Cendyn shall be entitled to recover the reasonable costs and expenses incurred by it in connection with that action or proceeding including, but not limited to, attorneys fees.
  24. MiscellaneousFor the purposes of this Agreement, both Parties consent to the personal jurisdiction and venue of the state and federal courts located in Palm Beach County in the state of Florida.  The prevailing Party in any dispute related to, or arising from, this Agreement shall be entitled to the payment of its attorneys’ fees and costs from the prelitigation stage through and including the trial and all appellate levels. Additionally, the prevailing party shall be entitled to include the attorneys’ fees and costs expended in securing entitlement to, and the amount of, its prevailing party attorneys’ fees (A/K/A “fees for fees”). If any provision of this Agreement is prohibited by law or held to be unenforceable, the remaining provisions hereto shall not be affected, and this Agreement shall continue in full force and effect as if such unenforceable provision had never constituted a part hereof, and the unenforceable provision shall be automatically amended so as to best accomplish the objectives of such unenforceable provision within the limits of applicable law.  Any waiver of a provision of this Agreement must be in writing and signed by the Party to be charged.  This Agreement constitutes the entire agreement between the Parties related to the subject matter hereof, supersedes or merges any prior or contemporaneous oral or written agreement between the Parties relating to the Services and shall not be changed except by written agreement signed by each Party.  This Agreement includes and incorporates all Schedules as if fully set forth herein.  If any terms in the Schedules differ or conflict with this Agreement, the terms of this Agreement shall control. This Agreement will not be governed by the U.N. Convention on the International Sale of Goods, the application of which is expressly excluded.

SCHEDULE A – Service Descriptions

eInsight®

  • Hosted/Cloud-based CRM + Data Warehouse
  • Enterprise Middleware – Ability to Connect Unlimited Data Sources
  • De-dupe + Merge + Basic Data Cleansing
  • Centralized Guest Profile Management
  • Multi-channel Marketing + Communication Automation – Email, Display, Social
    • Full ESP – Email Distribution + Delivery
    • Email Template Design + Development (8 Templates) + Content Management
      • Transactional Email Configuration + Sends (Unlimited)
      • Marketing Email Configuration + Sends (100K Included per Hotel Per Month)
    • Drag & Drop Audience Builder + Guest Scoring/RFM/Data Modeling
    • Dynamic Content Management (Personalization Rules Engine)
    • Trigger-based Communication Management
    • Advanced Deliverability Testing + Mobile Device / ISP Preview
    • Guest Satisfaction Survey – Post-Stay
    • Cart Abandonment (Email)
    • Guest Subscription Center – Privacy + Consent Management
    • Enterprise Business Intelligence + Analytics (IBM® Cognos)
      • Over 100 Standard Reports + Drag & Drop Report Creation + Dashboards

Key Deliverables:

  1. eInsight® + eConnectivity®
  2. Dedicated Implementation Team
    1. Full implementation of eInsight® + eConnectivity® (Base)
    2. Online Training. Online Training is unlimited and available upon request
  3. Hardware Configuration in Cendyn’s Data Center
  4. Software Configuration
    1. Access & Permissions
    2. Audience Building (Audience Segmentation)
    3. Rules for Trigger-based Communication
    4. Dynamic Content Rules
    5. Transactional & Marketing Email Communications – Layout, Content, Personalization, Rules Configuration (1-4 above)
    6. QA/Testing, Online Training & Go Live Support
  5. Ongoing Hardware and Software Support, Hosting and Maintenance
  6. Standard Account Management Support

Includes ongoing Account Team support/consultation via Quarterly performance decks with strategy recommendations, campaign optimization best practices and database health updates will be sent via email. Monthly conference calls are available upon request to review training items and best practices.

eConnectivity®

  • PMS Interface (One-way) + Historical Data Loading (One-time), 3 Years History
    • One-way PMS Interface Configuration
    • Ability to connect unlimited data sources
    • Cendyn Appliance (CSB) for PMS Historical Data Extract
    • Data Mapping
    • Robust Data Validation and Testing
  • PMS (Two-way). Only applicable if explicitly purchased in Order Form.
    • Cendyn commits to developing a 2-way interface to Certified Cendyn PMS. Cendyn and Customer will mutually agree which fields of data Cendyn is to push back into PMS based on PMS API and existing Certified Cendyn integration specifications.
    • Supported data from the PMS is made available in eInsight® for viewing in the Guest Profile, for use in email campaign rules configuration and for reporting. Cendyn agrees to accept all data available to it from the PMS via the PMS API interface. Supported data from the PMS is made available in eInsight® for viewing in the Guest Profile, for use in email campaign rules configuration and for reporting.
  • eConnectivity: Third Party Satisfaction Survey integration. Only applicable if explicitly purchased in Order Form.
    • Insert 3rd Party survey link in Post-Stay communication
    • This integration will enable the customer survey results collected by 3rd Party to be viewable within the guest profile in eInsight.
  • eConnectivity: Third Party Satisfaction Survey integration. Only applicable if explicitly purchased in Order Form.
    • Insert 3rd Party survey link in Post-Stay communication
    • This integration will enable the customer survey results collected by 3rd Party to be viewable within the guest profile in eInsight.
  • eConnectivity: GHA Integration – One Way. Only applicable if explicitly purchased in Order Form.
    • Bring GHA Discovery membership information (membership number, tier level) into eInsight guest profile
  • eConnectivity: IBE Integration. Only applicable if explicitly purchased in Order Form.
    • Profile Sync to share members info, guest name, email address, etc. including level/tier with booking engine
    • SSO – To enable a loyalty member to be able to sign on through the IBE where eInsight/eLoyalty validates the username/password on the IBE.
    • eLoyalty redemption: to enable loyalty member to be able to redeem voucher/points via IBE
    • eLoyalty: to enable loyalty member to access discounted rates on IBE due to being a loyalty member.

Key Deliverables:

  1. PMS Interface Configuration (eConnectivity®)
    1. Historical Data Loading (One-time – up to 3 years of history):
      1. Includes all reservations/transactional details, includes OTB data
    2. Ongoing Transactional Data:
      1. Includes all reservations/transactional details, includes OTB data
  2. Supported data from the PMS is made available in eInsight® for viewing in the Guest Profile, for use in email campaign rules configuration and for reporting. (1) Online Training. Online Training is unlimited and available upon request
  3. Hardware Configuration in Cendyn’s Data Center
  4. QA/Testing & Go Live Support
  5. Ongoing Hardware and Software Support, Hosting and Maintenance

eNgage

  • Enable eNgage to be accessed on up to 3 front office terminals.
  • Set up guest engagement prompts by brand.
  • Enable eInsight profile to be viewed via eNgage

eSurvey

  • Design survey to capture guest preferences
  • Send out survey to Guest in pre-stay communication
  • enable the customer survey responses collected to be viewable within the guest profile in eInsight.

Web Design & Development

Includes:

  1. Strategy, Architecture, Content, UX Design, Development
  2. Photo Gallery
  3. Booking Mask
  4. Slideshow Presentation on the Home Page
  5. Special Offers & Features Functionality
  6. Up to (4) Forms (Email Sign-up/Contact Us/Meetings RFP/Weddings RFI)
  7. 1 Home Page Design Comps
  8. Up to (3) Sub-page Designs (Templates)
  9. 2 rounds of design changes per template
  10. Social Media Extensions
  11. Enterprise CMS
  12. Responsive Design (Down to Mobile)

Web Maintenance (Includes Hosting)

  • Hours will be used for site enhancements (programming/graphic) that are not performed directly by Customer via the Cendyn Content Management System. Overage hours billed at $150 per hour.
  • Technology services included 1.) Managed hosting in Cendyn’s Data Center 2.) Site monitoring from Hong Kong, Sydney, Boca Raton, Chicago and London.

Content Management System and Hosting
Our Digital Marketing Platform and cloud-based Content Management System enables hoteliers to easily manage their website content all from one user-friendly system.

This technology provides hoteliers with the tools needed to grow their online business. The platform allows custom integration with 100+ APIs and booking engines, third-party CRM systems, custom review and reservation applications such as Expedia, OpenTable, Yelp, Tripadvisor, chat applications, PMS booking systems, loyalty program management systems, and more.

PCI Compliance
Cendyn is PCI DSS 3.2.1 compliant.  We are in the PCI SAQ D (self-assessment questionnaire) category of compliance (merchant and service provider) with electronic storage of cardholder data.

Our infrastructure is located at the Flexential data center in Jacksonville, FL.  Our disaster recovery site is located at the Flexential data center in Charlotte, NC.  It is SOC1 Type II, SOC 2 Type II, SOC 3; HIPAA; ISO 270001; SSAE 18 certified.  In addition, Flexential is certified under the EU-US Privacy Shield framework.

Data Center Overview
Our environment is co-located in a data center with biometric and two-factor identification for physical entry.  We utilize Microsoft Operating Systems within a VMware cluster. Your website would be hosted from Windows running on IIS.  Load balancing is based on HAProxy and NGINX with a focus on high concurrency and performance.  There are no single points of failure within the hardware architecture.  We use BAE Systems managed intrusion detection and prevention system (IDPS) devices along with our next-gen firewalls.  DDoS protection is provided by our CDN/WAF partner and Flexential.

Hosting is executed in a fully redundant virtual private cloud environment within an enterprise level datacenter (https://www.flexential.com/). The equipment is owned and maintained by Vizergy. We have built this system for the best performance and the most uptime.  We monitor all client domains every 10-minutes for proper DNS and website response with a proprietary monitoring system.  Our team of IT professionals monitors our computing resources 24x7x365 for availability and performance.

Browser & Device Support
Cendyn will test the quality and functionality of Website prior to the date of launch in the browsers and their respective versions listed below. Cendyn does not support older or legacy browsers on desktop or mobile devices due to limitations that would exclude technologies and frameworks that are leveraged in this product, and because of security risks they pose to the user. Basic browser testing will be performed on desktop and mobile devices, but the majority of testing will occur on emulators due to physical constraints.

Note that non-traditional devices such as large-screen tablets that mimic desktop form rather than rendering with intended tablet functionality (e.g. iPad Pro) may not operate as intended. Support for 4K and 5K screens are not included in this agreement.

Cendyn will provide support for browsers and devices that account for more than 7% of traffic as identified in Google Analytics, provided Cendyn has access to the Client account within 30 days of signing this Agreement.

  • Microsoft Edge (Current & last release from launch date)
  • Firefox (Current & last release from launch date)
  • Google Chrome (Current & last release from launch date)
  • Safari (Current & last release from launch date)
  • Common & current mobile browsers

Cendyn requires that Client identify legacy or uncommon browsers, applications and devices that require support prior to entering the Agreement. Where a legacy or uncommon browser, application or device requiring support is identified after the parties enter the Agreement, Cendyn may modify the scope and budget of the project as a condition of providing the requested or required support. Some legacy or other browsers, applications and devices cannot be supported or tested.

Revenue Cloud Service Descriptions

Rainmaker guestrev System PurposeMeans Customer’s use of the guestrev Module for purposes of forecasting and optimizing hotel room inventory and setting hotel room rates
Rainmaker grouprev System PurposeMeans Customer’s use of the grouprev Module for purposes of optimizing hotel room rates for group and convention business
revintel System PurposeMeans Customer’s use of the revintel Module for purposes of reporting on and analyzing performance
Customer Segment API ModuleIf Customer Segment API is selected on the Order Form, Cendyn will write a new interface if required for Customer to retrieve the guest’s value for casino yielding (the “API Module”).

Customer is responsible for calculating and providing the underlying guest value data in such format as specified by Cendyn. Customer is also responsible for the accuracy and completeness of its underlying guest value data.

Customer shall provide to Cendyn:

a)  File containing Patron ID, Customer, Segment and Guest Value on a daily basis

b)  File will be transferred consistently to the computer that houses the Property Management System (PMS) system in a location to be mutually agreed with Cendyn

c)   File transfer will not interfere with production PMS processes

d)  Customer will incorporate the logic, as agreed upon by Cendyn, to Guest Value for its patrons

Cendyn will:

a)  Develop the API Module such that it conforms to PMS Customer Segment API specifications

b)  Provide reasonable support and troubleshooting of issues related to the API Module during implementation, deployment and production operations

Any additional terms that might apply to the above effort must be mutually agreed upon in writing by Cendyn and Customer in a separate Statement of Work executed by both parties.

Implementation Period: Revenue Management Best Practices (RMBP) Consulting for guestrev<During the Implementation Phase, Cendyn will provide Revenue Management Best Practice consulting services (included in the Software Subscription Fees), including the following:

Information Gathering

Cendyn will conduct one-on-one and small group interviews to help Cendyn better understand Customer’s current business practices and challenges. This process will involve collection of relevant reports, review of existing data and results, process mapping and shadowing of key Customer resources. RMBP consulting will result in recommendations around which processes may need to be changed to accommodate an automated RM solution, processes that may be improved in order to elevate Customer’s current practice of revenue management, and stronger understanding of how the revenue management system’s configurations should be implemented keeping Customer’s current practices in mind.

 

RMBP Executive Summary

Cendyn will provide recommendations based on information gathered from Customer related to potential improvements in Customer’s revenue management or related business practices. Cendyn will share case studies and gap analysis and discuss potential solutions to any unique challenges.

RMBP Workshops

Cendyn will perform a workshop to educate participants about RMBP concepts and approaches and to better accomplish Revenue Management objectives with existing or newly developed tools. Cendyn will provide prioritized recommendations and suggested action plans based on its prior information gathering and analysis.

Implementation Period: Integration Services for the Covered PropertiesThe Implementation Period begins as of the Effective Date and ends as of Go-Live Date (the “Implementation Period”).

During the Implementation Period for guestrev:

a)  Cendyn will provide implementation services to integrate the guestrev Module to Customer’s PMS system to provide connectivity between the Customer PMS and the guestrev Module. As part of the implementation process, Cendyn will initialize (deploy) the Covered Properties to permit Customer Data from the Properties to be viewed by Customer within the Cendyn System.

b)  Cendyn will host the Cendyn System and Customer Data within Cendyn’s hosting center

c)   The Services assume integration with a standard PMS technology such as LMS. However, the costs associated with the purchase, implementation, and maintenance of the PMS solution will be the responsibility of Customer.

d)  Cendyn does not charge interface license fees. However, Customer may have to pay license and services fees to third party partners.

e)  The Software Subscription Fee assumes Customer’s use of standard technologies. If Customer uses a unique or customer-specific technology additional fees may be incurred by Cendyn and shall be due from Customer. Cendyn will inform Customer in advance and incorporate any such additional fees in an implementation Change Order.

During the Implementation Period for grouprev:

a)  Cendyn will provide implementation services to integrate Customer’s use of the grouprev Module with (i) the Guestrev® Module Revenue Management System (RMS) (if Customer uses the guestrev Module) or other Customer RMS system; and (ii) Customer’s Sales and Catering System (SCS) to provide connectivity between the Customer’s SCS and the grouprev Module. As part of the implementation process, Cendyn will initialize (deploy) the Covered Properties to permit Customer Data from the Properties to be viewed by Customer within the Cendyn System.

b)  Customer acknowledges that implementation of the grouprev Module is conditioned upon Customer (a) working with Cendyn in the implementation of a Cendyn provided Web service that will communicate between Customer’s Sales and Catering System and the Cendyn Web service and grouprev Module; and (b) providing a one-time extract of its historical data and thereafter weekly extracts of new group bookings from Customer’s Sales and Catering System. If Customer does not utilize guestrev, but instead, integrates with another Revenue Management System or has no Revenue Management System at all, Customer will cooperate with Cendyn in providing extracts of Customer’s inventory data sufficient to permit Cendyn to calculate displacement data for Cendyn’s use within grouprev.

c)   Cendyn will host the Cendyn System and Customer Data within Cendyn’s hosting center.

d)  The Services assume integration with a standard SCS technology such as Delphi. However, the costs associated with the purchase, implementation, and maintenance of the SCS solution will be the responsibility of Customer.

e)  Cendyn does not charge interface license fees. However, Customer may have to pay license and services fees to third party partners.

f)   The Monthly Software Subscription Fee assumes Customer’s use of standard technologies. If Customer uses a unique or customer-specific technology additional fees may be incurred by Cendyn and shall be due from Customer. Cendyn will inform Customer in advance and incorporate any such additional fees in an implementation Change Order.

During the Implementation Period for the revintel Module:

a)  Cendyn will provide implementation services to integrate the revintel Module to Customer’s PMS system to provide connectivity between the Customer PMS and the revintel Module. As part of the implementation process, Cendyn will initialize (deploy) the Covered Properties to permit Customer Data from the Properties to be viewed by Customer within the Cendyn System.

b)  Cendyn will host the Cendyn System and Customer Data within Cendyn’s hosting center

c)   The Services assume integration with a standard PMS technology such as LMS or Opera. However, the costs associated with the purchase, implementation, and maintenance of the PMS solution will be the responsibility of Customer.

d)  Cendyn does not charge interface license fees. However, Customer may have to pay license and services fees to third party partners.

e)  The Software Subscription Fee assumes Customer’s use of standard technologies. If Customer uses a unique or customer-specific technology additional fees may be incurred by Cendyn and shall be due from Customer. Cendyn will inform Customer in advance and incorporate any such additional fees in an implementation Change Order.

Implementation Period: Included Training.

During the Implementation Phase for guestrev and grouprev, Cendyn will conduct the following Customer training, which is included in the Software Subscription Fees:

a)  One on-site training sessions (typically 2 days) in parallel with Cendyn System Go-Live Date.

Training for the guestrev Module will focus on:

•    The Forecasting & Optimization Process

•    Cendyn System Functionality

•    Recommended Daily / Weekly / Monthly Revenue Management Processes

Training for the grouprev Module will focus on:

•    The Group Pricing Process

•    Cendyn System Functionality

•    Recommended Grouprev Management Processes

During the Implementation Phase for the revintel Module, Cendyn will conduct the following Customer training, which is included in the Software Subscription Fees:

a)  One web-based training session in parallel with Cendyn System Go-Live Date.

Training for the revintel Module will focus on:

•    Running and analyzing standardized reports and dashboards

•    Ad-hoc reporting

Post Implementation Phase ServicesAfter the Go-Live Date, Cendyn shall provide the following additional included Services in connection with Customer’s use of the Cendyn System:

1)  Included Web-Ex Training:

a)  During the first 3 months after the Go-Live Date, Customer can participate in go-to-meeting web-ex training (which could include standardized courses offered through Cendyn University) for Customer’s team members and “train the trainer” sessions via web-ex so Customer may support internal training for it revenue managers from time to time;

b)  Cendyn also makes available to its Customers a regularly updated user guide and new releases of the applicable Module. New releases with significant feature enhancements will be preceded by a business user training call to train users on updated functionality.

2)  Additional Training: In addition to included training, Customer may request, or Cendyn could recommend that Customer obtain additional training, for example:

a)  guestrev – related to concept / fundamentals of revenue management, call center training, casino stakeholder training, and Cendyn administrative user training.

b)  grouprev – related to concept / fundamentals of group pricing, group sales person training, and Cendyn administrative user training.

c)   revintel – related to running and analyzing reports and dashboards and creating ad-hoc reports.

Custom training sessions may be recommended or can be requested during the Go-Live process, depending on the needs of Customer’s organization. Customer may purchase additional training services for $250/hour in minimum blocks of 6 hours ($1500) or at such other rates as quoted by Cendyn for specific training activities at such time.

3)  Software Subscription Services for the applicable Modules:

a)  guestrev Subscription Services. Hosting and access to the guestrev Module and Output and daily, weekly and monthly processing activities and system administration. Customer is responsible for the delivery of valid daily extract files from its PMS.

b)  grouprev Subscription Services. Hosting and access to the grouprev Module and Output.

c)   Revintel Subscription Services. Hosting and access to the REVINTEL Module and Output.

4)  Revenue Management Best Practices Consulting Post Go-Live Date.

a)  Cendyn believes that continued communication with its Customers is important to achieving optimal use of the Cendyn System. Therefore, Cendyn will participate with Customer on weekly status calls during the first few months after the Go-Live Date to discuss Customer’s specific implementation and utilization of the Cendyn System.

b)  After the first few months following the Go-LIVE Date, Cendyn will participate on monthly calls with Customer or, more frequently if necessary, to help facilitate Customer’s optimal use of the Cendyn System.

eLoyalty Product & Service Descriptions

Member | Guest Facing Portal

Overall features functionality is subject to change with new release enhancements

  • Overall program requirements subject to discovery to confirm program requirements supported functionality
  • All major desktop, mobile & tablet devices supported
  • All following supported features and functionality are based on implementing either the Cendyn standard designed Member | Guest portal site & supporting email templates (Client brand guidelines for styling & imagery can be applied) or:
    • Clients requiring the use of Cendyn’s eLoyalty API for hosting their own Member | Guest portal design do not apply with the exception that Cendyn will only support the existing data exchanged in the latest version of the API at the time of integration. (*Additional data elements may become available with future releases post initial integration.)
  • Some features and/or functionality may not be customizable w/o additional estimations and subject to development fees which require approval prior to agreement execution
FEATUREFUNCTIONALITY | SUPPORTING FUNCTION
*Enrollment• Enrollment / Sign Up Page

• Login Page – (First name, last name, email address is required)

• Facebook & Twitter Social login (*some additional social media SSO may be available dependent on program requirements)

• Captcha enabled for security

*Welcome Page• General static opening content

• Static Hero image – *general throughout member portal

• Member general information

• Member Card – Apple Wallet enabled

• Profile Completion percentage – % weighting is customizable

• Total Points Balance

• Invite a friend function

• Update profile function (* some profile fields are not configurable and are required)

• General static images, content, and URLs to static brand/property landing pages

• Brand/Property booking widget (* functionality may vary based on booking engine vendor & website vendor if required)

• Participating properties function – linking outbound URLs – supported

*Stays Page• Stay Search

• Upcoming future stay display – Static

• Past Stay display (*only past stays from the time loyalty program is implemented can be displayed and may vary by PMS) – Static

• General static opening content – Static

*Profile Page• Upload profile image – Desktop, mobile, and tablet devices supported

• Personal Information (*some fields required are not customizable)

• Family Information

• Contact Information

• Interests – configurable based on brand/property

• Can be identified for eInsight campaigns (*some restrictions may apply)

• Stay Preferences

• Subscriptions – configurable based on brand/property

• Can be identified for eInsight campaigns (*some restrictions may apply)

*Benefits Pagevaries based on program requirements• General static opening content

• Static program specific benefits / Tier level content

• No actionable functions from this page

*Awards Pagevaries based on program requirements• General static opening content

• Redemptions tab – Static information based on member earn/burn data and rules settings

• Awards tab – Static information based on member earn/burn data and rules settings

*Redeem Page – varies based on program requirements• General static opening content

• Dynamic content, images, and redeem call to action – display dependent on awards rules and members earning rules (*some restrictions may apply)

• Static images, content, award value and call to action configurable based on each award / redemption rule setup

• Call to action varies based on award rules & 3rd party existing integration functionality

*Offers Page – varies based on program requirements• General static opening content

• Dynamic images, content, property selection, booking URLs if applicable all driven by offer rules settings in admin portal.

*Contact Us Page• Some general information fields are required as a standard

• Uploading Documents – 5 files maximum – 2MB per file maximum

• File Drag and Drop & browse file fields for upload supported

• Captcha enabled for security

• Contact us email submission included

*Kiosk Page

(if applicable)

Staff manual member enrollment
• General required enrollment fields• Staff identification of enrollment source
*GlobalizationMulti-Languages

• Languages reading left to right are currently supported (*languages reading right to left are not currently supported but may become available with future releases)

*Hosted Domains & SSO• Based on program requirements, brand hosted or Cendyn hosted subdomains are supported

Cendyn supports various methods of SSO (*dependent on 3rd party web and booking engine vendor existing capabilities & may require development from 3rd party vendors to support)

Cendyn CRM / Loyalty API• Cendyn offers an eLoyalty specific API to allow 3rd party vendors to power their Member | Guest portal design in lieu of the Cendyn designed & hosted Member | Guest portal. (All supporting Admin portal rules engine can still apply to power the supported required program).

Admin Portal | Rules Engine

  • Overall features functionality is subject to change with new release enhancements
  • Overall program requirements subject to discovery to confirm program requirements supported functionality
  • All major desktop, mobile & tablet devices supported
  • Some features and/or functionality may not be customizable w/o additional estimations and subject to development fees which require approval prior to agreement execution
FEATUREFUNCTIONALITY
*Rules Setup – varies based on program requirementsSupported Rules Combinations, Inclusions, and Exclusions:

• Stay based

• Nights based

• *Channel code, rate code, brand, property, market code, source code, and combination rules are subject to PMS data availability & program requirements

• Expiration date rules can be applied to general member level, awards, offers, and redemption rules

Member Levels

• Multiple tier levels supported

• Tier levels can be stay based, nights based – (*some restrictions may apply)

Earning & Award Rules (*some restrictions may apply)

• Points can be accrued based on qualified arrival date, departure date, arrival and departure date, arrival or departure date based on room, F&B, or total revenue

• *Points earned can be based on currency spent (currently USD – if PMS converts exchange to USD then points accrued may be based off rate exchange – may be subject to PMS currency exchange conversions.)

• Points calculations can be based on Stay/Night or Revenue

• Point rule restrictions include minimum/maximum revenue spent, minimum/maximum nights or stays completed, market codes, rate codes, room types, booking dates, source of business codes and market/rate code combos for inclusions or exclusions

• Awards earnings can be based on:

• Arrival: Rules are calculated based on the stay arrival date falling within the selected start and end dates.

• Departure: Rules are calculated based on the stay departure date falling within the selected start and end dates.

• Arrival or Departure: Rules are calculated based on either the stay arrival or departure date falling within the selected start and end dates.

• Arrival and Departure: Rules are calculated based on both the stay arrival and departure date falling within the selected start and end dates.

• Joined based awards – earn points upon enrollment

Redemptions & Awards (*some restrictions may apply)

• Award redemption functionality supported may be dependent on program requirements, 3rd party supported vendor integrations

• Award default types are stays, points-based, nights-based, birthday-based, and joined-based

• Manual & automated voucher redemption supported and managed via the Admin portal

• eGift supported by Tango Cards integration & admin portal setup

• Manual points redemption via the Admin portal supported

• Manual award adjustments via the Admin portal supported

• Manual / automated eGift redemption supported

*Content ManagementMember | Guest Portal (*some page restrictions may apply)

• General branding, content, and image displays can be modified for standard FAQ, terms & conditions, and benefits pages.

• Offers & Promotions Page (*dependent on program requirements)

§  Dynamic offers and promotions can be displayed based on visibility start / end dates, member level, and arrival dates

§  Custom content, images, branding, and offer/promo URLs supported

*Member AccountsMember look-up & functions

• Search and display general member information

• Resend new enrollment activation / welcome email

• SSO access to view member specific views to Member | Guest portal

• Reset member login

• Deactivate member account

• Manual Admin User transaction adjustments history

• Points, awards, stay and redemption history (*dependent on program requirements)

• Manual member merging

*Program Emails – varies based on program requirementsAutomated Emails (*standard client branding applied to static templates – opt out links provided)

• Welcome – upon enrollment

• Activation email (for two factor authentication)

• Activation email via Kiosk page (if applicable)

• Login / forgot / reset password

• Birthday (configurable timing)

• Member Level Up

• Member Renewal / Expiration

• Member Inactivity Notification

• Manual Transaction

• Contact Us Email

• Invite Friends Email

• Award Email

• eGift Email* (via Tango Card integration)

• Redemption Email (based on award rules)

*3rd Party Vendor Integrations – varies based on program requirements & 3rd party existing capabilities3rd Party Vendor integrations for SSO and/or award/point redemptions

• Refer to existing integration partner list

Member Migrations – Existing Loyalty ProgramsMember Data Migration Transfer (some fields vary based on program requirements)

·   A standard CSV file with supporting data elements will be provided to transfer existing Loyalty program member information with the following supported fields:

o   Email address

o   First name

o   Last Name

o   Prefix (*if existing prefixes are supported)

o   Language

o   Birthdate

o   Address 1

o   Address 2

o   Country Code

o   City

o   Zip / Postal Code

o   Mobile Number

o   Home Phone Number

o   Member ID

o   Member Level Code

o   Member Level Expiration

o   Lifetime Points Earning

o   Current Points Balance

o   Registration Confirmed Date

o   Registration Date

SCHEDULE B – Service Level Agreement

Revenue Cloud Service Level Agreements

Revenue Cloud consists of Cendyn guestrev, grouprev and revintel solutions.

  1. Definitions 
TermDefinition
Scheduled AvailabilityDefined as the time that the Central Dynamics Revenue Cloud system is generally available outside of processing hours.  Scheduled Availability is Sunday through Saturday, 24 hours a day, with the exception of:

Daily scheduled processing periods

Scheduled System Downtime for system maintenance

Mutually agreed outage periods for release or patch installation and unplanned system maintenance.

Normal Business HoursDefined as the time that Central Dynamics Revenue Cloud personnel normally report for work.
Scheduled Support HoursDefined as the time that Central Dynamics Revenue Cloud Support is available via telephone or email.
  •  2. System Availability
Central Dynamics DeliverableSystem Availability Commitment
Delivery of Forecasts and Business Statistics Data – guestrev, grouprevSystem updated within two (2) hours of when required data is received, 99.5% of the time
Delivery of Business Intel Data – revintelSystem updated within one (1) hour of when required data is received, 99.5% of the time
Availability of the User Interface99.9% of the Scheduled Availability periods
Availability of Network Connectivity (Central Dynamics side)99.5% of any 24-hour period, averaged over three days
Customer DeliverableCustomer Commitment
Provision of Daily Data (Customer side) – guestrev, grouprev, revintelFor guestrev and grouprev, required data delivered by Customer no later than 11:00 a.m. property local time 98% of the time, averaged over a 90-day period, unless a later time is mutually agreed with Central Dynamics.

For revintel, required data delivered by Customer by 11:00 a.m. property local time 98% of the time, averaged over a 90-day period, unless a later time is mutually agreed with Central Dynamics.

If Central Dynamics reports issues to the Customer related to data quality or connectivity with the Customer’s 3rd Party System, it is the Customer’s responsibility to initiate and manage communications with the 3rd Party System vendor.  Central Dynamics Revenue Cloud Support will assist the Customer as needed with problem resolution, including but not limited to:

providing examples of data issues

explaining what data is not being delivered

reporting connectivity parameters

Availability of Network Connectivity (Customer side) – guestrev, grouprev, revintel99.9% of any 24-hour period, averaged over three days

Central Dynamics Revenue Cloud deliverables and Customer deliverables are inter-dependent.  If any of the deliverables are missed by Customer or by Central Dynamics, the other party is relieved of its Commitments on Dependent Deliverables.

3.3rd Party System configurations

  1. Central Dynamics Revenue Cloud products integrate with many 3rd Party Systems. This document refers to 3rd Party Systems as a Property Management System (PMS), Sales and Catering System (S&C), Customer Relationship Management (CRM) System, or any other system from which Central Dynamics Revenue Cloud products send and / or receive data, and over which Central Dynamics has no operational control.  The 3rd Party System is either owned or licensed and hosted by Customer or a Customer affiliate.
  2. 3rd Party System integrations may be vendor-provided (guestrev, grouprev, revintel) or Central Dynamics-provided (revintel, grouprev)
  3. Customer is responsible for connectivity with 3rd Party Systems.
    1. Ensure that all security measures that allow for Central Dynamics Revenue Cloud products to connect to Customer’s 3rd Party Systems are granted and maintained.
    2. Customer must provide Central Dynamics Revenue Cloud support with at least three (3) business days’ notification for any changes that may negatively impact Central Dynamics’s Revenue Cloud product or systems availability commitments. Examples include, but are not limited to, changes to customer network routing, system address, security password changes, system and system interface upgrades.
      1. Lack of notice inhibits Central Dynamics’s ability to provide services. Failure to provide advance notification relieves Central Dynamics from the burden of the service level commitment until Central Dynamics can make the necessary changes.
      2. In cases where Customer or Customer’s 3rd Party System apply changes that cause operational errors in the Central Dynamics Revenue Cloud system, without advance notification, the resulting errors are not automatically treated as Severity 1 or 2 conditions as described below.
  4. Customer is responsible for configuration of vendor-provided 3rd Party System integrations
    1. Customer is responsible for ensuring its 3rd Party Systems are configured based on the recommended configuration for Customer’s specific use of the Central Dynamics Revenue Cloud systems.
    2. Customer is responsible for ensuring that configurations are documented by the party configuring the system interface, and that backups are maintained for those configurations.
    3. Customer is responsible for ensuring that system interface changes related to interfaces with Central Dynamics Revenue Cloud products are documented and agreed to by Central Dynamics Revenue Cloud Implementation & Support before such changes are implemented.
  5. Customer is responsible for reporting and managing systems issues relating to 3rd Party Systems and the systems’ effect on Customer’s Central Dynamics Revenue Cloud products.
    1. Central Dynamics may work jointly with Customer on issues with the 3rd Party Systems but does not independently communicate with 3rd Party System vendors on specific customer issues.
    2. Central Dynamics will provide Customer an example or explanation of issues deemed to have originated from Customer’s 3rd Party System. The Central Dynamics Support team will participate in conference calls, web conferences, chats, or other discussion methods to assist with triage or problem-solving related to a Central Dynamics system issue.

 

 4. Scheduled System Downtime

The guestrev and grouprev applications will be unavailable to users for normal application operations for limited scheduled downtime periods as designated by Central Dynamics.  Central Dynamics will use diligent efforts to minimize the impact of scheduled downtime on the committed availability schedule. The normal scheduled maintenance is listed below:

Data CenterHours
Datapipe – New Jersey

(North American guestrev, grouprev)

Every Sunday – 9pm – 12am ET

Every Wednesday – 9pm – 12am ET

Datapipe – Hong Kong

(Asia Pacific guestrev, grouprev)

Every Monday – 1am – 4am HK

Every Thursday – 1am – 4am HK

 

  • 5.Scheduled Hours of Support

Central Dynamics defines Scheduled Hours of Support for Revenue Cloud products as:

  1. US Hours
    1. Monday through Friday 6:30 a.m. to 6:30 p.m. ET
    2. Evening, Saturday, Sunday on-call coverage for Severity 1 and 2 issues
  2. Singapore Hours
    1. Monday through Friday 6:30 a.m. to 6:30 p.m. Singapore Standard Time (SST)
    2. Evening, Saturday, Sunday on-call coverage through US operations for Severity 1 and 2 issues
  3. Holiday Coverage: Central Dynamics provides on-call coverage through US operations for scheduled holidays for Severity 1 and 2 issues:
    1. US: New Year’s Day, Memorial Day, July 4, Labor Day, Thanksgiving Day and the following Friday, and December 25
    2. Singapore: New Year’s Day, Chinese New Year, Good Friday, Labour Day, Vesak Day, Hari Raya Puasa, National Day, Hari Raya Haji, Deepavali and Christmas Day

All time outside of the Scheduled Hours of Support are defined as Non-Scheduled Hours of Support.

  •  6. Response Time Standards

Central Dynamics Revenue Cloud Support will respond to Events reported by Customer based on the severity of the event, as described below.  If the Central Dynamics Revenue Cloud System does not operate in accordance with its documentation, such failure will be considered an “Error”.  For prioritization only, Errors will be classified and responded to in accordance with the chart below.  The five severity classifications are ranked in order of the severity of their impact to the end user.  Central Dynamics will determine the severity classifications applicable to any particular Error reported by either Party.

Severity ClassificationDescriptionAcknowledgement, Response, Priority of Effort
1

System Down

Error causes Central Dynamics Revenue Cloud System to crash or lock up, or destroys data, and no workaround.Acknowledge within 30 minutes of direct phone contact or email receipt.

Respond within one hour.

Continuous effort by Central Dynamics to develop a workaround.  Once a workaround is developed, continuous effort by Central Dynamics to provide a final fix.

2

Key Function Failure

[No existing technical or operational workaround]

Error renders major system function unusable, and no appropriate workaround. Examples:

Unable to send recommendations.

Unable to access system although the system is up.

Unable to set or override price sent to PMS, CRS

Acknowledge within 30 minutes of direct phone contact or email receipt.

Respond within one hour.

Continuous effort by Central Dynamics to resolve or develop a workaround. Once a workaround is developed, continuous effort by Central Dynamics during Scheduled Hours of Support (US) to provide a final fix.

3

Functional Failure

[Technical or operational workaround exists]

Error renders major system function unusable but appropriate workaround exists, or renders minor system function unusable.  Examples:

Data / reporting question or inconsistencies for portfolio

Questions on forecast accuracy

Pricing recommendations not calculating as desired

Acknowledge within 30 minutes of direct phone contact or email receipt.

Respond within one business day.

Continuous effort by Central Dynamics during Scheduled Hours of Support (US) to develop a fix or workaround. Priority for a final fix or workaround will be mutually determined by Central Dynamics and the Customer.

4

Cosmetic or Diligence Issue

Error creates minor system nuisance which does not limit the functionality of system.  Examples:

Slow application access

Data/reporting question or inconsistencies on individual properties

Acknowledge within 30 minutes of direct phone contact or email receipt.

Respond within one business day.

Priority for a final fix or a workaround will be mutually determined by Central Dynamics and Customer.

5

Change

Documentation or change request.Change request for backend parametersAcknowledge within 30 minutes of direct phone contact or email receipt.Priority for a fix and a final workaround will be mutually determined by Central Dynamics and Customer.

 

  • 7,Performance Standards

Central Dynamics will use commercially reasonable efforts to achieve the service levels as described above.

Subject to the Scheduled Availability terms for Central Dynamics Revenue Cloud Deliverables described above, for each one tenth of one percent (0.1%) that uptime falls below 99.9%, monthly Fees shall be reduced by one percent (1.0%), not to exceed twenty-five percent (25%) in any calendar month, excluding conditions caused by Customer, 3rd Party Systems, internet provider errors, or force majeure.

  • 8.Other Services

For Customer support requests to address needs beyond current system functionality, Central Dynamics will consider providing Customer with a Statement of Work to provide additional services for a fee. Examples of services available include, but are not limited to:

  1. Custom data exports
  2. 3rd Party System migrations such as moving from one PMS to another
  3. Bulk data updates to accommodate mass changes to values available via the User Interface


9.Sensitive Information

It is Central Dynamics’s policy that we do not accept any sensitive information into Revenue Cloud solutions as it pertains to PII (Personally Identifiable Information), Credit, PCI (Payment Card Information), etc. Such information is destroyed if it is found on any Central Dynamics Revenue Cloud system.

Service Level Agreements (except Revenue Cloud)

Customer shall have access to Support Services twenty-four (24) hours a day, seven (7) days a week, three hundred and sixty-five (365) days a year by calling 800-324-8709 or emailing support@cendyn.com to page the active technician.  If an Error is reported by the Customer, the Help Desk coordinator will be responsible for logging, tracking and determining the Error’s priority level.  Customer agrees to promptly communicate to Cendyn all Errors by emailing a report of the problem to support@cendyn.com and complying with Cendyn in its performance of Support Services.

Upon Cendyn’s awareness of a system or service-related issue, Cendyn shall provide live support response to inquiries under the following guidelines:

 

Severity ClassificationDescriptionResponse Time / SLA AttainmentResolution Time / SLA Attainment
1- UrgentTotal loss of Service:  Major fault of a mission critical or time-dependent business application causing serious disruption to business activity and preventing use of the application for the purposes it was designed.30 minutes

98%

2 hours

98%

2- HighPartial loss of Service: Significant fault causing the application not to operate in accordance with the specification but still usable with difficulty (e.g. by means of a work-around solution) or a failure to a non-mission critical or non-time-dependent application, with some disruption to business activity.30 minutes

97%

6 hours
97%
3- MediumDegraded Service: Minor fault causing the application not to operate completely in accordance with the specification but with no disruption to business activity.4 hours

95%

14 days

90%

4 – LowAll other requests for services that are not project related.8 hours

90%

21 days

90%