Last Updated 10/15/2025

INNTOPIA SYSTEM USERS AGREEMENT

INTRODUCTION

Capitalized terms have the meaning ascribed to them in the Definitions section of this agreement.  The Inntopia Reservation System is a travel reservation system owned and operated by Sterling Valley Systems, Inc ("SVS"). Inntopia is used for the promotion and sale of Travel Products by Inntopia Suppliers.  Use of Inntopia is commission based. By clicking on the "I AGREE' button below, You agree to be bound by the terms and conditions outlined in this agreement. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS, DO NOT REGISTER TO USE INNTOPIA.

1. TERM AND COMMENCEMENT

This Agreement commences immediately upon Your Enrollment in the Inntopia Reservation System and may be terminated by either party at any time immediately upon notice for any reason or no reason, provided however, that commissions accrued to SVS prior to the termination date shall be payable in accordance with the terms of this Agreement.  Inntopia shall not be obligated to accept the registration of any user.

2. Definitions

Capitalized terms have the meanings set forth in this section or attributed to them in various sections of this Agreement.

           2.1 "COMMISSIONS" means those fees paid between the parties for the sale of Travel Products.

           2.2 "COMPLETED RESERVATION" is a reservation made via use of the System for which the guest has incurred an obligation to pay.

           2.3 "GROSS SUPPLIER COMMISSION" means the total commission paid to SVS by an Inntopia Supplier.

           2.4 "GROSS RESERVATIONS AMOUNT" means the amount a guest actually incurs as an obligation to pay for the sale of any Travel Product processed by the System.

            2.5 "INNTOPIA SUPPLY CONTROL PANEL" is the extranet system used by Inntopia Suppliers and Inntopia Resellers to manage and administer their account(s).

           2.6 "INNTOPIA INNTERFACE" is an Open Travel Alliance (OTA) compliant Application Processing Interface (API) for exchanging data between the Inntopia Reservation System Travel Management Software.

           2.7 "INNTOPIA INTERNET BOOKING ENGINE" and INNTOPIA IBE mean the online booking and reservation system, which is located on the World Wide Web and owned by SVS.  The Inntopia IBE allows web users, via a web browser, to find rates and availability for Travel Products, and enables web users to reserve those Travel Products online. 

           2.8 "INNTOPIA NETWORK" means that group of companies which are authorized and licensed by SVS to Use the System.

           2.9 "INNTOPIA RESELLER" means entities who sell Travel Products other than their own Travel Products through the Inntopia Reservation System, and who have been authorized by SVS to do so.

           2.10 "INNTOPIA RESERVATION SYSTEM" or "THE SYSTEM" means all aspects of the Inntopia reservation platform which is a multi-faceted software system which facilitates the sale of Travel Products.

           2.11 "INNTOPIA SUPPLIERS" means entities that offer Travel Products for sale via the Inntopia IBE, or via the Inntopia Network.

           2.12 “ORIGIN OF BOOKING" refers to the point of entry by a consumer into the System during a browser session which results in a Completed Reservation.

           2.13 "PRIVATE LABELED" in the context of the System means a replacement of Inntopia branding with Your branding on all consumer interfaces.

           .14 "SALES COMMISSION" means those fees YOU earn by being the Origin of Booking.

           2.15 "TRAVEL MANAGEMENT SOFTWARE" is any third-party software system used by Inntopia Suppliers to manage their rates, availability, guest lists and more. Travel Management Software is also commonly referred to in the travel industry as property management systems, hotel management systems and guest management systems.

           2.16 "TRAVEL PRODUCTS" include, but are not limited to, hotel rooms, condominium units, vacation homes, campsites, vacation packages, activity passes, tours, event tickets, equipment rentals, ground transportation, resort services, spa service, souvenirs, travel insurance and any other item sold through the System.

           2.17 "USE" means password-enabled access to and use of the System for any purpose.

           2.18 "YOUR SITE" means any websites You own and/or operate during the term of this Agreement. 

3.         Supplier Rights, Responsibilities, Commissions, and Invoicing

3.1       Inntopia Supplier

           As an Inntopia Supplier you agree that SVS shall have the right to enable users of the System to offer for sale to consumers Your Travel Products.

           3.1.1 Commission Accrual and Private Labeling

Commissions on the sale of each Travel Product accrue upon the first calendar date in the System associated with the reservation of said Travel Product.  You pay a commission ONLY on the Gross Reservation Amount of each Completed Reservation. If you opt to have the Inntopia IBE private labeled for one of Your Sites, a setup fee may be applied.

            3.1.2.            Commission Structure

When your Site is the Origin of Booking You agree to pay to SVS a Commission of Five percent (5 %) of the Gross Reservation Amount of each Completed Reservation.  For all other Completed Reservations, unless otherwise agreed in writing by You, SVS and a third-party re-seller with whom SVS has an agreement for use of the System, this is inclusive of an automated supplier invite from the System, which is a binding agreement between You and the reseller, even if it is from SVS, You agree to pay to SVS a Commission of Twenty percent (20 %) of the Gross Reservation Amount. Unless otherwise agreed, SVS will collect the full Commission from You. When you have paid SVS the full Commission, SVS will be responsible for paying the proper reseller pursuant to the terms of its agreements with its resellers.

           3.1.3 Invoicing and Terms

           Commissions are payable to SVS in USD within thirty (30) days of the invoice date.  Overdue commissions are subject to a late fee of 1.5% per month.  You agree to be responsible to SVS for all costs of collection of overdue amounts, including reasonable attorneys' fees and expenses.  On approximately the first of every month an invoice will be sent to You via email. The date thirty days after the invoice date is the Settlement Date. You have until the Settlement Date to edit and pay each invoice. The invoice will list all Completed Reservations, as well as any amounts past due.   You agree to review each invoice and correct erroneous transaction details via the editable fields on the Systems reconciliation page. You acknowledge and agree that any reconciliation edits made by You accurately reflect payments received pursuant to a Completed Reservation.  NO CHANGES TO AN INVOICE MAY BE MADE AFTER THE SETTLEMENT DATE.  Failure to reconcile statements or effect payment of Commissions in a timely manner may result in SVS discontinuing your use of the System without prior notice, or deletion of Your Travel Products from the System.

          3.1.4 Audits

Selected customers may receive questionnaires via e-mail, post mail, or voice from SVS regarding their stay and use of Your facilities.  Customers are under no obligation to complete the questionnaire, but answers provided may be used to validate adjustments made by You.

            3.2        Guest Services

The good will of SVS is of great value to SVS. In order for SVS to operate the System in a commercially reasonable manner, all information concerning Your Travel Products, and any associated facilities or services You may choose to offer through use of the System, must be completely and accurately entered by You into the System. In the event that Travel Products booked via the System are unavailable due to Your failure to input correct information, You agree to provide alternative arrangements acceptable to the guest(s) up to and including reasonable compensation for loss of time and inconvenience. In the event that rates entered into the System by You are not correct, You agree to honor the rate offered through the System. Your failure to abide by these terms shall be considered a material breach of this Agreement.

            3.3        Use of Inntopia Interface

Inntopia Innterface allows Travel Management Software systems to automatically communicate with the System to share information about availability and/or rates and/or guest information and/or reservation information. Inntopia Innterface works only with Travel Management Software that supports it. If You utilize Travel Management Software which supports Inntopia Innterface, SVS cannot be responsible for any communication failure due to failure of (i) Your Travel Management Software; (ii) the computer on which Your Travel Management Software is installed; (iii) network communications to or from that system; or (iv) any problems that arise due to your incorrect use of that system.

4. Inntopia Reseller

            4.1    Inntopia Reseller

            As an Inntopia Reseller the following fee, commission and related payment terms and conditions apply to You.

           4.1.1 Fees

Sales Commissions are based on the sale of Travel Products, other than your own, for which Your Site is the Origin of Booking. A Sales Commission accrues with respect to a Travel Product upon the first calendar date in the System associated with the reservation of said Travel Product.  Sales Commissions ONLY accrue with respect to Completed Reservations and are calculated based on the Gross Reservation Amount. If you opt to have the Inntopia IBE private labeled for any of Your Sites a setup fee may be applied.

           4.1.2.  Commission Structure

SVS shall pay You, in USD, 50% of the Gross Supplier Commission.

           4.1.3 Invoicing

            The Commission on each Completed Reservation will be paid to You in the month following Payment to SVS from the Supplier for that reservation. SVS will provide monthly accounting to You detailing each paid transaction, including Origin of Booking, Gross Reservation Amount, and Commissions earned by You. 

5.         License Grant and Restrictions

SVS hereby grants You, during the term of this Agreement, a non-exclusive license to Use the System. Only Your authorized employees may use the Inntopia Supply Control Panel. The data processed by You shall be strictly limited to data created or used in furtherance of Your internal operations as a marketer of Travel Products. The System may not be used in any manner directly or indirectly related to or in connection with the operation or management of any other business, including without limitation timesharing of the software. You agree not to use, copy, or modify the System or any component part thereof, in whole or in part, except as expressly provided for in this Agreement. You shall not transfer, sell, assign, or sublicense Your rights to Use the System or Your rights under this Agreement to any other parties and You agree that any attempt to do so in any way other than expressly provided herein shall be null and void.

You may not modify, copy, reproduce, republish, upload, post, transmit or distribute in any way material on the System supplied by or through SVS, including code or software, except in accordance with this Agreement. You shall not reverse engineer, decompile, disassemble, copy, reproduce, adapt, or modify the whole or any part of the System and You shall not, by any other means, attempt to create or derive the Source Code of the System, or any part thereof, from the object program or from other information made available under this Agreement. All rights in the software and information in the System not specifically granted by this Agreement are reserved to SVS. You may upload only commercial information necessary to provide appropriate booking and ancillary sales information about Travel Products, or for reconciliation purposes. You may download materials from the System for instructional, booking and reconciliation purposes only. Any other use is strictly prohibited. Without limiting the generality of the foregoing, You agree to take steps as shall from time to time be necessary to protect the confidential information and intellectual property rights of SVS in the System. The parties to this Agreement acknowledge and agree that violation of this Section would cause irreparable injury and agree that upon such violation, SVS shall be entitled to injunctive relief on an ex parte basis in addition to all other legal remedies to which it is entitled.

6.         Intellectual Property

6.1     Material You Provide to SVS.

You represent and warrant to SVS that You are the sole owner or an authorized licensee, of all content (including but not limited to data, graphics, copy, photographs, trademarks, trade names, domain names and other information and data of any nature whatsoever) provided by You to SVS or entered by You or any of your agents into the System. You further warrant that such information does not infringe on the intellectual property or proprietary rights of any third party constitute defamation or violate the privacy or publicity rights of any third party. You will not provide nor transmit information or material, which is obscene, harassing, defamatory, vulgar, racially or ethnically objectionable or otherwise illegal using the System. You agree to indemnify, defend, and hold harmless SVS from and against any claims, damages or expenses to which it may become subject due to a breach of this warranty, including reasonable attorneys' fees and expenses.

By posting information, uploading files, inputting data or otherwise communicating via the System, You grant SVS a non-exclusive, royalty-free, worldwide license to copy, transmit, reproduce and distribute such information throughout the System and in any print or electronic advertising or marketing materials associated therewith without further consent or approval. You understand and agree that any Travel Product information uploaded into the System is public information.

            All customer and reservation data input into the System by You, Your employees or agents, or users of Your Site, belongs solely to You and shall only be used by SVS in the normal course of operating the System to sell and enable the sale of, Travel Products.

6.2    Software

            You acknowledge and agree that SVS is the owner or licensee of all rights in the software making up the System.

6.3    Copyrights

The System and the name Inntopia is owned and operated by SVS and contains material which is derived in part from material supplied by SVS customers and clients. All materials on the System are the property of SVS and Inntopia Suppliers. All website design, software, text, graphics and the selection, organization arrangement and layout of same are the copyrights of SVS, and all rights are reserved by SVS.

You may not post any portion of the information and data contained in the System on Your Site or reproduce any of SVS’s copy without SVS’s prior written consent, except in the context of the System as hosted by SVS. Some information, text and graphic material appearing on the System is copyrighted material of SVS customers. All downloaded materials shall include the requisite proprietary notices and the copyright notice as follows: Copyright 2021 Sterling Valley System, Inc. All rights reserved. All use of SVS’s trademarks and copyrights shall inure to the benefit of SVS.

6.4       Trademark Notice

            Inntopia, Inntopia.com, and other SVS brands, names, products and services referenced are the trademarks, service marks and/or trade names of SVS. Other products, services or company names appearing on the System may be the trademarks, service marks and/or trade names of their respective owners. Unless SVS gives its prior written consent, You may only make use of SVS trademarks in connection with Your authorized use and promotion of the System.

7.         Warranty, Waiver and Disclaimer of Warranties, and Indemnification

7.1    SVS Warranty

YOU ACKNOWLEDGE THAT THE System IS LICENSED ON AN AS IS BASIS, WITHOUT WARRANTY THAT THE SYSTEM WILL OPERATE ON AN UNINTERUPTED BASIS, ERROR FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE System IS ON YOU.

           SVS expressly disclaims all implied warranties of merchantability and of fitness for a particular purpose. SVS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SYSTEM WILL MEET YOUR REQUIREMENTS. YOU ASSUME RESPONSIBILITY FOR THE SELECTION OF THE SYSTEM TO ACHIEVE THE RESULTS INTENDED BY YOU AND FOR YOUR USE OF AND RESULTS OBTAINED FROM THE USE OF THE SYSTEM.

7.2       Your Representations and Warranties to, and Indemnification of, SVS

            You represent and warrant that You are legally authorized and entitled to provide the Travel Products which You put into the System and that You have obtained all international, national, state and local licenses and approvals necessary to conduct such business and to provide such services. You further represent and warrant that no services offered or sold via the System violate any international, national, state or local laws or regulations. You also represent and warrant that You will make no false or misleading statements or representations concerning the System and You agree to indemnify, defend, and hold harmless SVS from and against any claims, damages or expenses to which it may become subject due to any breach of this Section, including reasonable attorneys' fees and expenses.

8.         Limitaton of Liability and Damages Exclusion

IN NO EVENT SHALL SVS, OR ITS OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, OR SUBSIDIARIES LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY OR WARRANTY, EXCEED THE FEES PAID BY YOU TO SVS HEREUNDER IN THE TWELVE-MONTH PERIOD PRECEDING THE DATE OF FILING ANY CLAIM. IN ALLOCATING THE RISKS UNDER THIS AGREEMENT, THE PARTIES AGREE THAT THE LIMITATION ON DAMAGES IN THIS SECTION SHOULD SPECIFICALLY APPLY TO ANY ALTERNATIVE REMEDY ORDERED BY A COURT IN THE EVENT SUCH COURT DETERMINES THAT THE SOLE AND EXCLUSIVE REMEDIES PROVIDED IN SECTION 7 FAIL IN THEIR ESSENTIAL PURPOSE IN NO EVENT WHATSOEVER SHALL SVS OR ITS OFFICERS OR EMPLOYEES BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF USE, FAILURE TO REALIZE EXPECTED SAVINGS, OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND OR FOR ANY CLAIM AGAINST YOU BY ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE, PERFORMANCE OR LICENSING OF THE SYSTEM OR SERVICES PERFORMED UNDER THIS AGREEMENT OR ANY BREACH OF THIS AGREEMENT, EVEN IF SVS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Confidentiality

It is expressly understood and agreed that the System constitutes a valuable proprietary product and trade secret of SVS embodying substantial creative efforts and confidential information, ideas, and expressions. You agree to take reasonable steps to protect the confidentiality of the System and the components thereof and other information designated by SVS as confidential, including the terms of this Agreement (collectively the Confidential Information). Such steps include, but are not limited to, agreeing not to sell, transfer, publish, disclose, display or distribute any part of the System or the license rights therein, except as specifically set forth in this Agreement. Notwithstanding the foregoing, nothing in this Section [9] shall restrict You regarding any Confidential Information which (i) You can prove You rightfully possessed before You received such information from SVS; or (ii) subsequently becomes publicly available through no fault of Yours; or (iii) You can prove You developed independently; or (iv) is subsequently furnished rightfully to You by a third party without restrictions on use or disclosure; or (v) is required to be disclosed in response to a valid order of a court or other official governmental body, provided however that You shall first give notice to SVS of such disclosure and shall make a reasonable effort to obtain, or allow SVS to obtain a protective order requiring that the information and/or documents so disclosed be used only for the purposes required by law.

10.      Miscellaneous

           This Agreement is the entire agreement between SVS and You and supersedes any prior agreements or understandings between the parties. SVS may amend the terms of this Agreement from time to time. In the event of any such SVS initiated amendments made to this Agreement, your continued use of the System after said amendment shall constitute your approval to the amended terms. This Agreement shall be governed by and construed under the laws of the State of Vermont without consideration of choice of law provisions. You hereby consent to jurisdiction of the courts of the State of Vermont and agree that venue shall be proper in the United States Federal District Court located in Burlington, Vermont, or the Superior Court in either Chittenden or Lamoille County, for the purpose of enforcing the provisions of this Agreement, or resolving any dispute arising out of this Agreement. Nothing contained in this Agreement shall be construed to create a partnership or joint venture between the parties hereto or their successors in interest. SVS, in rendering performance hereunder, is acting solely as an independent contractor and not as an agent of You. By acceptance of this Agreement, You confirm that You are acting as principal or have the requisite corporate authority to execute this Agreement on behalf of Your employer or company. Neither the acceptance of any partial or delinquent payment by SVS or SVS’s failure to exercise any of its rights or remedies on default by You shall be a waiver of the default, a modification of this Agreement or Your obligations under this Agreement, or a waiver of any subsequent default by You. You agree not to export, directly or indirectly, any U.S. source technical data acquired from SVS or any products utilizing such data to countries outside the United States, which export may be in violation of the United States export laws or regulations. This Agreement will bind and benefit the successors and assignees of the parties, but You may not assign Your rights and obligations under the Agreement without SVS’s prior written consent. Should any litigation be commenced between the parties hereto concerning this Agreement, the System or the rights and duties of either in relation thereto, the party prevailing in such litigation shall be entitled, in addition to such other relief as may be granted, to a reasonable sum for its expenses and attorneys fees in such litigation which shall be determined by the court in such litigation. Except as otherwise expressly provided in this Agreement or by law, any and all notices or other communications required or permitted by this Agreement or by law to be served on, given to, or delivered to either party hereto by the other party to this Agreement shall be in writing and shall be deemed duly served, given, delivered, and received when personally delivered to the party to whom it is directed, or in lieu of such personal delivery, when deposited in the United States mail, first-class postage prepaid, email or facsimile transmission to the address of the party last listed in the other parties records. The headings in this Agreement are for convenience only and shall have no legal significance. In case this Agreement is found to contain any mistake, including any error, ambiguity, illegality or omission, then it shall be interpreted as if such mistake were rectified in a manner which implements the intent of the parties as nearly as possible and effects substantial fairness under all circumstances.