He or she is entitled to and has full authority to agree to these Terms and Conditions on behalf of the Business.
- Compliance with Laws/Regulations/Policies/Bylaws:
The Business adheres, and will continue to adhere throughout its participation in Destination BC’s industry marketing programs, to all applicable federal, provincial and municipal laws, regulations, bylaws and policies.
- Licences, Permits, Approvals, Authorities and Insurance:
The Business holds, and will maintain throughout its participation in Destination BC’s industry marketing programs, all applicable licenses, permits, approvals and statutory authorities issued by any government or government agency that are necessary to perform the Business.
The Business carries, and will maintain throughout its participation in Destination BC’s industry marketing programs, liability insurance in the types and amounts as a prudent business carrying on similar operations in British Columbia would carry. If requested by Destination BC, the Business will provide evidence of all such insurance in a form satisfactory to Destination BC.
- Information Submitted:
The Business will ensure that all information including, but not limited to, property details, rate information and accreditation/association/rating information entered on DestinationBC.net on behalf of the Business is accurate and current and, as applicable, authorized for publication on Destination BC's official consumer websites (the "Websites"), in Destination BC's guides (the "Guides") and in or on Destination BC’s other promotional material ("Other Promotional Material").
The Business acknowledges and agrees that:
- any misinformation provided on behalf the Business may result in its removal from Destination BC's industry marketing programs, Websites, Guides and Other Promotional Material; and
- Destination BC retains the right to edit all copy and reserves final editorial control of the Guides, Websites and Other Promotional Material.
- Photos, Logos and Other Images Submitted:
The Business owns all rights to, or has obtained an unrestricted license to use and sublicense, all photographs, logos and other images that it submits from time to time to DestinationBC.net (the “Images”).
Where applicable, the Business has obtained the required legal permission from all individuals whose likeness appears in the Images to the use thereof on the Websites, in the Guides and in or on Other Promotional Material.
The Business grants an irrevocable, perpetual, worldwide license to Destination BC and its directors, officers, employees, contractors, counsellors and agents, and her Majesty the Queen in Right of the Province of British Columbia (collectively, “Destination BC Persons”), and any Person performing work associated with the production, publication and/or distribution of Destination BC’s Guides, Websites, and/or Other Promotional Material on Destination BC’s behalf (collectively, “Partners”), and their respective successors and permitted assignees to use, reproduce, modify and distribute the Images in the Guides, on the Websites, and/or in or on Other Promotional Material, at the sole discretion of Destination BC alone and/or in conjunction with its Partners and/or the Destination BC Persons.
The Business warrants that the Images do not infringe on the privacy, copyright, trade-marks or other intellectual property of third parties. Alternatively, the Business warrants that it has obtained the required legal permission to grant a license in respect of the Images to Destination BC, its Partners and the Destination BC Persons.
The Business warrants that the individual authors of the Image(s) have irrevocably waived all their moral rights in the Images in a manner that enables Destination BC, its Partners and the Destination BC Persons and their respective successors and permitted assignees to rely on the waiver.
The Business provides the Images and license(s) to Destination BC, its Partners and the Destination BC Persons on a royalty-free basis and waives the right to seek further compensation and consideration for the material(s) provided.
- Liabilities and Indemnification:
The Business acknowledges and agrees that neither Destination BC, its Partners, nor any Destination BC Persons shall be responsible or liable for any direct, indirect or consequential damages or losses whatsoever (including loss of business, income or profits) suffered at any time by the Business or any other person howsoever caused resulting from or connected to:
- information, material or anything represented, posted, published or otherwise made available on or through the Websites, in the Guides, and/or in or on Other Promotional Material;
- the Business’ use of DestinationBC.net; or
- Destination BC making changes to or ceasing to operate any of its industry marketing programs or the services associated with such programs, either partially or totally, temporarily or permanently, and for any reason whatsoever.
The Business agrees to indemnify and save harmless Destination BC, its Partners and the Destination BC Persons from and against any and all losses, claims, demands, suits, actions, causes of action, expenses, costs (including legal costs), damages and liabilities, including any claim of infringement of third-party intellectual property rights, suffered by Destination BC, its Partners and/or the Destination BC Persons, that is in any way related to the Business' participation in any Destination BC industry marketing program.
- Ownership/License/Name Changes:
The Business agrees that it will not assign its rights or obligations in respect of any of Destination BC’s industry marketing programs without the prior written consent of Destination BC, which consent may be withheld or delayed for any reason. The Business agrees that any purported assignment without the required consent of Destination BC is not and will not be deemed to be binding or enforceable against Destination BC.
The Business acknowledges and agrees that Destination BC may assign the rights and obligations set out in these Terms and Conditions at any time without the consent of the Business.
The Business agrees to notify Product Services staff at Destination BC in writing immediately if a change in the Business' name, ownership, and/or licenses is/are anticipated or have occurred while the Business is enrolled in any of Destination BC's industry marketing programs.
The Business agrees to give prior written notice of the agreements and obligations of the Business that are in place concerning Destination BC's industry marketing programs to prospective owner(s) of the Business and to take all commercially reasonable steps necessary to ensure that the new owner(s) of the Business assume the agreements and obligations of the Business that are in place concerning Destination BC's industry marketing programs.
- Internal Communication:
The Business agrees to advise its finance, reservations and front desk staff of the details of its participation in any Destination BC industry marketing program.
- Industry Marketing Program Participation Admission and Suspension:
The Business acknowledges and agrees that Destination BC may, in its sole discretion, suspend a Business' participation in one or more of Destination BC’s industry marketing programs if in Destination BC’s opinion:
- The Business breaches any of these Terms and Conditions;
- The Business fails to remit the applicable program fees to Destination BC by their respective due dates or otherwise fails to maintain good financial standing with Destination BC;
- The Business fails to meet the prerequisites and/or eligibility requirements of the respective industry marketing program including, for Accommodation Businesses, the provision of rate information;
- The Business fails to provide accurate and timely information, as required by Destination BC for the administration of the respective industry marketing program; or
- Destination BC receives more than three (3) consumer complaints about the Business in a calendar year and the Business fails to respond appropriately to such complaints as determined by Destination BC in its sole discretion.
The Business acknowledges and agrees that Destination BC may, in its sole discretion,
- decline to accept a Business and/or one or more of its products (including without limitation an attraction, activity, golf, ski or transportation business) (the “Product”) in one or more of Destination BC’s industry marketing programs;
- suspend the participation of one or more of a Business’ Products in one or more of Destination BC’s industry marketing programs; and/or
- make changes to and/or cease one or more of its industry marketing programs from time to time, and that Destination BC may advise the Business of any such material changes before or after they are implemented.
- Sharing of Product Information with Others:
The Business acknowledges and agrees that Destination BC:
- may, in its sole discretion, share information submitted by Businesses with its Partners and/or any Destination BC Persons from time to time, without providing notice to Businesses; and
- will only share personal information submitted by Businesses with its Partners and/or Destination BC Persons in connection with the publication of this material on Destination BC’s Websites, in its Guides and in or on its Other Promotional Material.
- General Terms:
The Business agrees that no partnership, joint venture, agency or legal entity will be created by or will be deemed to be created by these Terms and Conditions or any act or omission of the parties or either of them under this agreement. Neither party has any express or implied right or authority to assume or create any obligations on behalf of the other or bind the other to any contract, agreement or undertaking with any third party.
The Business acknowledges and agrees that the Terms and Conditions set out in this document are governed exclusively by, and are to be enforced, construed and interpreted exclusively in accordance with, the laws of British Columbia and the laws of Canada applicable in British Columbia.
The Business acknowledges and agrees that all the Terms and Conditions in this document:
- in favour of Destination BC and all rights and remedies of Destination BC, either at law or in equity, will survive the expiration or sooner termination of this agreement; and
- will enure to the benefit of and be binding upon Destination BC and its assigns and the Business its successors and permitted assigns.
The Business acknowledges and agrees that no waiver by either itself or Destination BC of a breach or default by the other party in the observance, performance or compliance of any of its obligations in respect of one of Destination BC’s industry marketing programs will be effective unless it is in writing and no such waiver will be deemed or construed to be a waiver of any other breach or default and failure or delay on the part of either party to complain of an act or failure of the other party or to declare such other party in default, irrespective of how long such failure or delay continues, will not constitute a waiver by such party of any of its rights against the other party.
The Business acknowledges that in this document “person” includes a corporation, firm, association and any other entity and wherever the singular or masculine is used it will be construed as if the plural, the feminine or the neuter is used and wherever the plural or the feminine or the neuter is used it will be construed as the singular or masculine, as the case may be, had been used where the context or the parties so require.