Terms & Conditions

Last Updated June 7, 2021

Please read these Terms and Conditions (“Terms”) carefully, because they, together with any commercial agreement, insertion order or other contract pursuant to which Sojern provides you with advertising services (an “Agreement”) between the Sojern entity addressed in the Agreement (“Sojern”) and you, the client who is signing the Agreement (“Client”) (each of us a “Party” and together, the “Parties”), govern your use of the Sojern Technology and related Media Services. Where these Terms or an Agreement have been translated into a language other than English, such translation(s) shall be for informational purposes only and the English version shall control in the event of a conflict. By signing or otherwise accepting an Agreement that references these Terms, you accept these Terms.

1. Definitions

"Ad Content” means any content which promotes Client’s products and/or services, including, but not limited to, images, graphics, text, data, links or other digital objects or code.

“Client Data” means (i) data or information provided to Sojern by or on behalf of Client in connection with the Agreement; or (ii) data or information collected directly from visitors to Client’s designated website(s), mobile applications, booking engines, or other owned, operated, or controlled channels, including as collected by the Sojern Technology, solely as authorized herein, in connection with the Agreement.

“Commission Campaigns” means the campaigns utilizing the Sojern service that allows properties to pay a commission for Sojern-Driven Bookings (e.g. Pay on the Stay).

“Display Services” means Sojern’s suite of programmatic display advertising services, which may include, without limitation, display, video and native advertising across multiple platforms.

“Facebook Services” means Sojern managing Client’s Facebook advertising campaigns through Sojern’s Facebook Business Manager Account, with Client allowing Sojern to purchase media and ad inventory on its behalf, and Sojern paying media costs associated with use of the Facebook Services.

“Media Services” mean all advertising services provided by Sojern pursuant to these Terms, including Display Services, Facebook Services, Metasearch Services, and SEM Services (each as may be applicable).

“Metasearch Services” means metasearch marketing services provided by Sojern.

“SEM Services” means search engine marketing services provided by Sojern.

“Sojern-Driven Bookings” means bookings initiated by Client customers via Client’s designated website(s) or booking engines which can be attributed to the Media Services.

“Sojern Network” means third-party websites, networks, mobile applications, devices, platforms, and channels that are not owned, operated, or controlled by Sojern, but on which Sojern has a contractual right to serve Ad Content and target users on behalf of Client.

“Sojern Technology” means Sojern’s proprietary technology used to provide the Media Services; deliver targeted Ad Content; track user behavior, including without limitation by pixel tracking technology or scripts designed to be inserted into HTML code of a website or mobile application; receive and collect Client Data; and provide reporting.

2. Client Account

In connection with Client’s receipt of Media Services, Client will  be asked to create a “Client Account”.  Depending on the information Client makes available when using Sojern Technology, Client can use the Client Account to view various types of analytics, which may include visits to Client’s designated websites, as well as Sojern-Driven Bookings (where applicable).  If Client establishes a Client Account, Client agrees to provide accurate and truthful information when establishing the Client Account and to keep such information current. Client will be responsible for all activity that occurs using the Client Account, including any losses incurred by Sojern or any other authorized user of the Media Services resulting from Client’s failure to maintain the secrecy of its account information.

3. Use of Sojern Technology

To enable Sojern to provide the Media Services, Sojern will provide the Sojern Technology to Client, and Client will implement and maintain the Sojern Technology on its designated website(s), mobile applications, booking engines, or other owned, operated or controlled channels. Client will secure any necessary authorizations to implement, maintain  and use the Sojern Technology on Client’s designated website(s), mobile applications, booking engines, and other owned and operated or controlled channels. Sojern may, from time to time, provide Client with an update to the Sojern Technology and Client will promptly insert or implement, or instruct any authorized third party to insert or implement, such updates as instructed by Sojern. Client will not modify, or attempt to modify, the Sojern Technology, nor will Client reverse engineer, disassemble, decompile or otherwise analyze or alter any part of the Sojern  Technology.

4. Ad Content

Client will provide Sojern with the Ad Content, and if applicable, other Client materials reasonably requested by Sojern, in order to enable Sojern to perform its duties under applicable Agreement(s).  All Ad Content provided by Client shall adhere to Sojern’s Advertising Guidelines.  Client hereby grants Sojern a non-exclusive, perpetual, fully paid up, royalty free, transferable, worldwide license, with a right to sublicense, to use, reproduce, distribute copies of, modify, create derivative works based upon, publicly perform and publicly display and otherwise exploit the Ad Content, and if applicable, any other Client content provided to Sojern or Client content (e.g. logos, marks, etc.) which is publicly available on Client’s website(s), to be used: (i) as necessary to provide the Media Services; (ii) to serve the Ad Content on Sojern Networks; and (iii) if applicable, in order to create advertisements for Client and Client’s business, to be served on Sojern Networks (“Sojern-Created Content”). Sojern reserves the right, in its sole discretion, to reject or remove any Ad Content from the Sojern Network at any time.  Sojern will use commercially reasonable efforts to obtain Client’s approval of Sojern-Created Content prior to distribution on the Sojern Network; provided, however, failure by Client to expressly reject Sojern-Created Content (and non-material variations thereof), will constitute approval by Client.  Client agrees that Sojern may, in its sole discretion: (i) edit Ad Content provided by Client with respect to Ad Content size and format; and (ii) test performance of variations of Ad Content (e.g. exterior images vs. room images) to optimize performance of the Media Services.

5. Delivery of Media Services

1. Sojern reserves the right to limit, in its sole discretion, the provision and quantity of any feature or part of the Media Services to any person, entity or geographic area. Sojern also reserves the right to modify, amend, suspend, interrupt or terminate the Sojern Technology or the Sojern Network or any part thereof, at any time and for any reason, with or without notice to Client and without liability to Client or any third party.
2. Sojern will use commercially reasonable efforts to ensure that: (i) the Sojern Network does not include websites that are of a pornographic, defamatory, obscene or illegal nature, and (ii) where requested by Client, Ad Content does not appear adjacent to Client competitors, but because Sojern does not own or operate the sites within the Sojern Network, Sojern gives no guarantee or warranty of any kind that Ad Content will not be displayed in such contexts. Sojern expressly disclaims any and all liability in connection therewith and Client hereby waives any legal or equitable rights or remedies Client may have against Sojern with respect thereto. As Client’s sole and exclusive remedy in such case:
3. With respect to Commission Campaigns, Sojern will promptly remove the violating Ad Content; and
4. With respect to all other Media Services campaigns, Sojern will promptly remove the violating Ad Content and offer Client makegood impressions in an amount equal to the number of errant impressions.
5. Solely with respect to Commission Campaigns, Sojern will use best efforts to serve the Ad Content on the Sojern Network; provided, however, that there is no guarantee that Ad Content will be delivered. The placement of Ad Content throughout the Sojern Network and priority and frequency with which the Ad Content is served for Commission Campaigns will be at Sojern’s sole discretion.

6. SEM Services

SEM Services may be made available to Client, at Client’s express election (which, with respect to Commission Campaigns only, may be provided via e-mail). If Client engages Sojern to provide SEM Services (where available), the following additional terms shall apply:

1. Client agrees to permit Sojern to set up and manage search engine marketing accounts for Client using products including, without limitation, Google Ads and Microsoft Bing Ads, which products will be selected by Sojern in its sole discretion.
2. As part of the SEM Services, Client agrees that Sojern may (among other actions), create ad groups and copy, create and update keyword lists, and perform keyword targeting on Client’s behalf. Client further agrees to: (i) provide Sojern with all necessary information and materials to perform the SEM Services; and (ii) be responsible for ensuring that all of such information and materials are accurate and complete.
3. Client represents that it is not running, and for the duration of the provision of SEM Services, it will not run or allow another third party to run Google Ads or Microsoft Bing campaigns for Client’s properties for which Sojern is providing SEM Services. Client acknowledges that failing to abide by the aforementioned restriction may result in suspension of Client’s Google Ads or Microsoft Bing accounts by the applicable provider. If Client wishes to contact Google directly regarding any questions or concerns about the SEM Services provided on Google Ads, Sojern will, upon written request, provide Client with its Client ID for their Google Ads account(s).
4. Sojern represents and warrants that: (i) in performing the SEM Services via Google Ads, Sojern partners with Google and complies with the Google Third-Party Policy and other applicable third party policies; (ii) Sojern will pay for all media fees associated with SEM Services, and, where applicable, will disclose if it is charging management fee in connection with the SEM Services; and (iii) the SEM Services will be performed in a good and workmanlike manner consistent with applicable industry standards. This warranty will be in effect for a period of thirty (30) days from the completion of any SEM Services. As Client’s sole and exclusive remedy (and Sojern’s entire liability) for any breach of the foregoing warranty, Sojern will, at its sole option and expense, promptly re-perform any SEM Services that fail to meet this limited warranty.

7. Facebook Services

Facebook Services may be made available to Client, at Client’s express election (which, with respect to Commission Campaigns only, may be provided via e-mail). If Client engages Sojern to provide Facebook Services (where available), the following additional terms shall apply:

1. Client agrees to provide Sojern with all necessary information and materials to perform the Facebook Services, including, without limitation, rights and permissions related to the Client’s Facebook Ad Account(s), Facebook page(s), Facebook catalog(s), Facebook pixel(s); Client’s product feeds (data file containing property/product information (non-user data)); and Client’s creative data (image, video, HTML files).
2. Client will be responsible for ensuring that all of such information and materials are accurate and complete and will continue to exclusively own all rights in such information and materials. Client will be responsible for all activity conducted by any employee/affiliate of Client who is given access by Sojern to the Facebook Ad Account.

8. Metasearch Services

Metasearch Services may be made available to Client, at Client’s express election (which, with respect to Commission Campaigns only, may be provided via e-mail). If Client engages Sojern to provide Metasearch Services (where available), the following additional terms shall apply:

1. Client agrees to permit Sojern to set up and manage search engine marketing accounts for Client and its properties using products including, without limitation, Google Hotel Ads, Microsoft Hotel Ads, TripAdvisor, which products will be selected by Sojern in its sole discretion.
2. As part of the Metasearch Services, Client agrees that Sojern may (among other actions), create campaigns, ad groups and hotel groups to bid on pricing information placement based on a user's itinerary and hotel attributes. Client further agrees to provide Sojern with all necessary ARI feed(s) and tracking to perform the Metasearch Services.
3. Client represents and warrants that it will use best efforts to: (i) provide and maintain accurate pricing information at all times while Sojern is providing Metasearch Services; and (ii) ensure tracking is set up and maintained in order to accurately track conversions.
4. Sojern represents and warrants that: (i) in performing the Metasearch Media Services via Google Ads, Sojern partners with Google and complies with the Google Third-Party Policy and other applicable third party policies; (ii) Sojern will pay for all media fees associated with Metasearch Services, and, where applicable, will disclose if it is charging management fee in connection with the Metasearch Services; and (iii) the Metasearch Services will be performed in a good and workmanlike manner consistent with applicable industry standards. This warranty will be in effect for a period of thirty (30) days from the completion of any Metasearch Services. As Client’s sole and exclusive remedy (and Sojern’s entire liability) for any breach of the foregoing warranty, Sojern will, at its sole option and expense, promptly re-perform any Metasearch Services that fail to meet this limited warranty.  If Client wishes to contact Google directly regarding any questions or concerns about the Metasearch Services provided on Google Hotel Ads, Sojern will, upon written request, provide Client with its Client ID for their Google Ads account(s).

9. Bookings Reports and Invoicing for Commission Campaigns

1. Solely with respect to Commission Campaigns, Client will be responsible for paying Sojern for Sojern-Driven Bookings in accordance with the payment terms of the applicable Agreement(s) (the “Commission”).  Unless otherwise agreed by the Parties, refundable cancellations and “no shows” (“Qualifying Exclusions”) will not be subject to Commission.
2. Sojern will track and report Sojern-Driven Bookings for the then-current month via the Client Account (the “Bookings Report”). Client is responsible for using the Client Account to reconcile the Bookings Report(s) with the Client’s records of Qualifying Exclusions to determine the final monthly Commission. Bookings Reports will be available and updated daily during each month in the Client Account. Client will be able to reconcile Qualifying Exclusions in the Client Account from the first day of each month until the eighth (8th) day of the following calendar month.  Commission calculations for each month will be considered final and undisputed as of the ninth (9th) day of the subsequent calendar month, and no further reconciliations or adjustments to the Commission shall be permitted after such time.
3. Following the calculation of the final Commission for each month, Sojern will invoice Client for the final Commission.  All invoices will be in the currency specified in the Agreement and, unless otherwise specified in an Agreement, exclusive of any sales, value added or similar tax, which will be payable by Client at the time and in the manner required by law. Invoices will be sent to the contact address provided by Client in the Client Account on or about the tenth (10th) day of each calendar month. Any disputes regarding the accuracy of the invoice must be submitted to Sojern in writing within ninety (90) days of receipt of such invoice.

10. Payment

Client will pay Sojern in accordance with the payment terms set forth in the applicable Agreement(s). Payment will be made using the method specified by Client via the Client Account. Late payment may result in suspension of Client’s campaign(s). In the event of late payment, Sojern will also be entitled, but not obligated, to charge interest on amounts overdue (calculated from the due date until the date of actual payment) at a rate of 1.5% per month or the highest rate allowed by applicable law, whichever is lower, whether before or after any judgment.

11. License Grant; Collection and Use of Client Data

Pursuant to these Terms, Sojern will provide the Media Services and collect, use, store, and disclose Client Data for the following purposes:

1. Develop, create, segment, and reactivate audiences to facilitate targeted advertising on the Sojern Network;
2. Attribute Sojern-Driven Bookings for performance tracking, reporting, and billing, as applicable;
3. Create statistical insights, case studies and industry reports for internal use and make available to Client and the public, provided any Client Data is aggregated and pseudonymized and any reference to Client is removed if such reports are made publicly available; and
4. Improve the performance, efficiency or security of the Media Services, Sojern Technology or Sojern Network.Further, Client acknowledges and agrees as follows:
5. Subject to these Terms, Client grants Sojern a worldwide, limited, without right of sublicense, perpetual, irrevocable except upon termination, non-exclusive, non-transferable license to collect, use, store, and disclose Client Data pursuant to the Agreement. Sojern may collect, use, store, and disclose Client Data for purposes set forth in this Section 11 and in the manner set forth in the Agreement.
6. Client will provide notice to, and obtain consents from, individuals as required by applicable privacy and data protection laws, regulations, and industry self-regulatory principles, regarding Client’s and/or its authorized third parties’ collection of Client Data, including Sojern’s collection, use, storage and disclosure of Client Data when such Client Data is collected directly from Client’s designated website(s), mobile applications, booking engines, or other owned, operated or controlled channels.
7. If Client Data that Sojern collects, uses, stores, and discloses contain personal data of residents of the European Union or if such processing requires adequacy under the laws of the country of the Client and the required adequacy can be met by the terms of the Sojern Data Processing Addendum, then Client agrees that these Terms incorporate by reference the Sojern Data Processing Addendum available at Sojern Data Processing Addendum, and Client is a data controller and Sojern is a data processor with respect to Client Data.

12. Third-Party Designated Websites

Client may authorize (and this Agreement may serve as the authorization) Sojern or a third party to insert or implement the Sojern Technology on third-party designated website(s), booking engines, or services on behalf of Client. Sojern will not have any liability of any nature whatsoever which arises as a result of compliance with Client’s authorization. Sojern makes no representations as to the suitability, functionality, or legality of any third-party websites, booking engines, or services that Client has authorized for implementation of Sojern Technology. Client’s correspondence or business dealings with a third party, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between Client and such third party. There are no third-party beneficiaries to these Terms.  

13. Intellectual Property

All right, title and interest in and to the Media Services and all materials and methods used to provide the Media Services (including, without limitation the Sojern Technology) are owned by Sojern or its licensors, as applicable. All right, title and interest in and to the Ad Content is owned by Client.  Client agrees that Sojern may use the Ad Content and Client’s name, trademarks, and/or logos: (i) on Sojern’s website; (ii) in communications about its business partners, including, without limitation, webinars, pitch decks, communications with the press, and (iii) for customer references.

14. Representations and Warranties

1. Client. Client represents and warrants that: (i) it will comply with all applicable local, state, national and international laws, including, but not limited to, laws governing intellectual property and other proprietary rights, data protection and privacy, as well as U.S. export laws and regulations; (ii) it has any necessary authorizations to: (a) access the designated website(s), and (b) insert or implement, or instruct Sojern or a third party to insert or implement, the Sojern Technology on the designated website(s), mobile applications, or booking engines; and (iii) the Ad Content and any other content provided by Client to Sojern: (a) does not and will not infringe, violate or misappropriate any third-party rights, including any patent, trademark, trade secret, copyright, right of publicity, or any other intellectual property or proprietary right; and (b) complies with Sojern’s Advertising Guidelines.
2. Agencies and Management Companies.  If Client is an agent or management company signing an Agreement on behalf of a property who will be identified as a Sojern Client in such Agreement, Client represents and warrants: (i) that it is authorized to sign the applicable Agreement(s) on behalf of the ultimate Sojern Client; and (ii) Client will assume liability for all invoices issued pursuant to the applicable Agreement(s) in the event the Sojern Client does not timely pay such invoices.
3. Sojern. Sojern represents and warrants that: (i) it will comply with all applicable local, state, national and international laws, including, but not limited to, laws governing intellectual property and other proprietary rights, data protection and privacy as well as U.S. export laws and regulations; and (ii) the Sojern Technology does not and will not infringe, violate or misappropriate any third-party rights, including any patent, trademark, trade secret, copyright, right of publicity, or any other intellectual property or proprietary right.

15. Indemnification

Client will defend, indemnify and hold Sojern, and its officers, directors and employees, harmless from and against any and all third-party claims, charges, complaints, proceedings, damages (direct or indirect), losses, liabilities, costs and expenses (including court costs and reasonable attorney’s fees) (“Claims”) due to, arising out of, or relating in any way to: (i) a breach by Client of an Agreement (including these Terms); (ii) the Ad Content or other content provided by Client to Sojern; or (iii) instructions by Client to Sojern or a third party for the implementation of Sojern Technology on designated website(s), booking engines, or services. Sojern will defend, indemnify and hold Client, and its officers, directors and employees, harmless from and against any and all Claims due to, arising out of, or relating in any way to a third-party claim that the Sojern Technology infringes, violates or mis-appropriates any third-party rights, including any patent, trademark, trade secret, copyright, right of publicity, or any other intellectual property or proprietary right. Each Party agrees to defend, indemnify and hold the other Party and its officers, directors, and employees harmless from, against, and in respect of all Claims raised in conjunction with the indemnifying Party’s gross negligence or willful misconduct under an Agreement.

16. Disclaimer of Warranties; Limitation of Liability

The Media Services, the Sojern Network, and Sojern Technology are provided “as is” and “as available”, without any representations or warranties of any kind.  In addition, there is no guarantee that the provision of Media Services will lead to any clicks, leads or actual acquisitions. Except as explicitly stated herein, or in an Agreement, Sojern specifically disclaims all warranties and conditions with respect to the Media Services, the Sojern Network, and Sojern Technology, either express, implied or statutory, including, but not limited to, any implied warranties and/or conditions of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, quiet enjoyment, non-infringement of third-party rights, and any warranties arising out of the course of dealing or usage of trade. Sojern does not warrant: (i) against interference with Client’s enjoyment of the Media Services; (ii) that the functions contained in the Media Services or performed by the Media Services will meet Client’s requirements; (iii) that the operation of the Media Services will be uninterrupted or error-free; (iv) that any part of the Media Services will continue to be made available; or (v) that defects in the Media Services will be corrected. No oral or written information or advice given by Sojern or an authorized representative will create a warranty. In such jurisdictions that do not allow for the exclusion of implied warranties or limitations on statutory rights, the above exclusions and limitations will be valid to the fullest extent allowed by applicable law. Except where prohibited by law, in no event will Sojern or any of its affiliated entities be liable to Client or any third party for any special, indirect, incidental, punitive, exemplary or consequential damages of any kind arising out of or in connection with: (x) the use of, or inability to use, the Media Services; (y) any content made available through the Media Services; or (z) in connection with any agreement that incorporates these Terms, regardless of the form of action, whether in contract, tort, strict liability or otherwise, even if Sojern has been advised, or is aware, of the possibility of such damages. If Sojern is found liable for any damage or loss which arises out of or is in any way connected with the Agreement, then Sojern’s liability for any damage or loss which arises out of or is in any way connected with an Agreement will in no event exceed the amount paid by Client for the provision of the Media Services during the six (6) months immediately preceding the date of the claim or one thousand (1,000) U.S. dollars, whichever is greater. In jurisdictions that do not allow for the limitation of liability set forth in these Terms, Sojern’s liability will be limited to the fullest extent allowed by applicable law.

17. Modification of Terms and Agreements

Terms: Sojern reserves the right to modify these Terms at any time at its sole discretion and without prior notice, by making the amended terms available on the Sojern website, with the date of revision stated in the title. Notwithstanding the foregoing, Sojern will use commercially reasonable efforts to provide notice of material changes to these Terms when such changes are enacted by posting notice within the updated Terms or within the Client Account (as decided by Sojern in its sole discretion). Client’s continued use of the Media Services will indicate acceptance of such modified terms. If any modification is unacceptable to Client, Client’s sole and exclusive remedy is to terminate all Agreements incorporating these Terms. Any negotiated changes to these Terms must be reflected in a countersigned writing.Agreements: Except as otherwise specified herein, Agreements may only be modified: (i) via Client-initiated changes in the Client Account (where available); or (ii) via countersigned amendment or new Agreement.  

18. Term and Termination; Effect of Termination

1. These Terms shall remain in effect for the duration of the Agreement(s) into which they are incorporated. Unless otherwise specified in an Agreement, either Party may terminate such Agreement(s): (i) without cause upon seven (7) days’ prior written notice, which notice may be given by electronic mail; or (ii) with immediate effect by written notice if the other Party is in material breach of its obligations and fails to remedy within five (5) days of receipt of notice. The Parties agree that the sections discussing payment obligations, privacy, Confidential Information, representations and warranties, indemnification, disclaimers, limitations of liability and the general terms will survive expiration or termination. Payment for any terminated Agreement is to be made in accordance with the payment terms set forth in the Agreement.
2. Upon termination of a Commission Agreement, Sojern will deliver an invoice to Client reflecting the final Commission. The final Commission will reflect the: (i) remaining Sojern-Driven Bookings; and (ii) the cancellation rate for Client properties subject to the Agreement for the prior three (3) months (which will be applied to reduce the amount of final Commission). In the event that Client has no record of Sojern-Driven Bookings or cancellations prior to termination, the invoice for the final Commission will reflect the application of the standard cancellation rate for Client’s geographical region as determined by Sojern analytics.

19. Confidentiality

Each Party agrees that all business, technical and financial information that is designated as “Confidential” or “Proprietary,” or is disclosed in a manner that a reasonable person would understand the confidentiality of the information disclosed are the confidential property of the disclosing Party and its licensors (“Confidential Information”).  Bookings Reports and Commissions are hereby designated as Confidential Information. Except as expressly allowed herein, the receiving Party will not use or disclose (except in connection with the performance of such Party’s obligations under this Agreement) any Confidential Information of the disclosing Party.  The receiving Party shall not be obligated under this Section 19 with respect to information that: (i) is or has become readily publicly available through no fault of the receiving Party or its employees or agents; (ii) is received from a third party lawfully in possession of such information and the receiving Party has no knowledge of any disclosure restrictions on such third party to disclose such information; (iii) is disclosed to a third party by the disclosing Party without restriction on disclosure; (iv) was rightfully in the possession of the receiving Party without restriction prior to its disclosure by the other Party; or (v) was independently developed by employees or consultants of the receiving Party without reliance on such Confidential Information.

20. Assignment

In the event that Client is party to a sale, merger, transfer, or consolidation of its assets (collectively, a “Change of Control”), all Agreement(s) (including these Terms and all payment obligations for future Sojern-Driven Bookings) will be binding upon the applicable purchaser, successor, transferee or assignee of Client (the “New Owner”) upon completion of such transaction.  Sojern may freely assign the Agreements. Client shall use best efforts to notify Sojern not less than fifteen (15) days prior to the completion of a Change of Control, which notice shall include contact information for the New Owner.  If Client fails to notify Sojern of the Change of Control, Sojern reserves the right to invoice Client for Sojern-Driven Bookings driven prior to the Change of Control.

21. Relationship Between the Parties

Sojern and Client are independent contractors. There is no joint venture, partnership, agency or fiduciary relationship existing between the Parties and the Parties do not intend to create any such relationship by this executing any Agreements.

22. Governing Law

With respect to any Agreement signed by Sojern, Inc., such Agreement(s) will be construed in accordance with the laws of the State of California, without regard to any conflict of law provisions, and any dispute arising hereunder will be resolved exclusively by the federal and state courts serving the County of San Francisco, California. With respect to any Agreements signed by Sojern Limited, such Agreements will be construed in accordance with the laws of England and Wales, without regard to any conflict of law provisions, and any dispute arising hereunder will be resolved exclusively by the courts of England and Wales. With respect to any Agreements signed by Sojern Intl Limited, such Agreements will be construed in accordance with the laws of the Republic of Ireland, without regard to any conflict of law provisions, and any dispute arising hereunder will be resolved exclusively by the courts of the Republic of Ireland. Client hereby consents and submits to the personal and exclusive jurisdiction of the applicable courts. Notwithstanding, either Party may apply for injunctive or other equitable relief to protect or enforce that Party’s intellectual property rights in any court of competent jurisdiction where the other Party resides or has its principal place of business.

23. General Provisions

The Agreement(s) executed between Sojern and Client constitute(s) the complete and exclusive agreement(s) between Sojern and Client with respect to the subject matter hereof, superseding and replacing any and all prior and contemporaneous agreements, communications, and understandings (both written and oral) regarding such subject matter. In case of discrepancies between the provisions of the Agreement and these Terms, the provisions of the Agreement shall prevail. If any provision of an Agreement (including these Terms) is deemed invalid or for any reason unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect. If either Party chooses not to enforce strict performance of any right or provision under an Agreement (including these Terms), this will not be construed as a waiver of such right or provision.  In the event any legal action is taken by either Party against the other Party to enforce these Terms or any terms of an Agreement, it is agreed that the unsuccessful Party to such action shall pay to the prevailing Party therein all court costs, reasonable attorneys’ fees and expenses incurred by the prevailing Party.  The Parties acknowledge and agree that notices in electronic format (e.g. e-mail or PDF) are an acceptable means of notice under these Terms.