What happens if a party breaches any representations, warranties, or covenants in the Even Hotels Agreement?
Even_Hotels Franchise · 2025 FDDAnswer from 2025 FDD Document
ENANTS.
- 7.1.1 Hotel Responsibilities. Hotel will, and will cause the Hotel Agents to: (a) test the Next-Gen Payments Solution in the environment of Hotel before use; (b) ensure that the personnel of Hotel are using the Next-Gen Payments Solution correctly; (c) enter information into the Next-Gen Payments Solution accurately and completely; and (d) report any actual or suspected software errors or failures discovered in the course of using the Next-Gen Payments Solution to IHG.
- 7.2 Disclaimer. IHG is not the licensor or provider of any third party solutions made available to Hotel under this Agreement and offers no warranties on the third party solutions. In agreeing to the Third Party Terms, Hotel is relying solely on the warranties of the Third Party Providers, if any, expressly passed through to Hotel under the Third Party Terms. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 7.0, IHG HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, FOR NETWORK CONNECTIVITY, AVAILABILITY, SOFTWARE, HARDWARE, SYSTEMS, OR TRANSACTION PROCESSING OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT FOR ANY PASS-THROUGH WARRANTY MADE BY A THIRD PARTY PROVIDER OF SERVICES, ALL SERVICES, AND ALL SUPPORT MATERIALS AND OTHER DATA, SOFTWARE OR OTHER ITEMS ARE PROVIDED "AS IS" AND "WHERE IS".
8.0 TERMINATION.
- 8.1 Termination for Cause. If Hotel defaults in the performance of any of its obligations under this Agreement and does not cure such default within twenty (20) days after receipt of a written notice of default from IHG, then IHG may terminate this Agreement, in whole or in part, as of the termination date specified in such written notice. If Hotel breaches the Hotel Agreement, and fails to cure such default within ten (10) days after receipt of a notice of default from IHG or an IHG Affiliate, then IHG may terminate this Agreement, in whole or in part, immediately upon written notice to Hotel as of the termination date specified in the notice, without any cure period.
- 8.2 Termination or Expiration of the Hotel Agreement. In the event that the Hotel Agreement terminates or expires, then this Agreement shall automatically terminate.
- 8.3 Termination for Hotel Bankruptcy Event. IHG may terminate this Agreement, in whole or in part, immediately upon written notice to Hotel upon a Hotel Bankruptcy Event.
- 8.4 Other Remedies. If any of the above events set forth in Section 8.1 through Section 8.3 shall occur, IHG may, in addition to or in lieu of exercising its termination or other, legal, equitable, or contractual rights, limit, reduce, suspend, or terminate Hotel's use of or access to the Next-Gen Payments Solution.
9.0 INDEMNIFICATION.
9.1 Hotel Indemnity. Hotel will defend, indemnify, and hold harmless IHG, its Affiliates, and their respective officers, directors, employees, and agents against any claims, losses, liabilities, and damages arising out of or relating to a breach by Hotel of this Agreement, including the Third Party Terms.
10.0 DAMAGES.
- 10.1 Limitation on Types of Damages. IHG will not be liable to Hotel for any indirect, consequential, special, incidental, or punitive damages, loss of goodwill, loss of profits, personal injury or property damage or loss, corruption, or unauthorized access to or use of data, even if such damages were foreseeable.
- 10.2 Limitation on Amounts of Damages. IHG SHALL NOT BE LIABLE TO HOTEL UNDER THIS AGREEMENT FOR DAMAGES IN EXCESS OF THE FEES PAID BY HOTEL UNDER THIS AGREEMENT IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
11.0 MISCELLANEOUS PROVISIONS.
- 11.1 Compliance. Hotel will comply with (i) all Laws applicable to Hotel and the Next-Gen Payments Solution, including all applicable Privacy Laws; and (ii) the policies, requirements, and procedures of IHG that are made available to Hotel from time to time.
- 11.2 Assignment.
Source: Item 23 — RECEIPTS (FDD pages 99–438)
What This Means (2025 FDD)
According to the 2025 Even Hotels Franchise Disclosure Document, if the Hotel defaults in its obligations under the Agreement and fails to cure the default within twenty (20) days after receiving written notice from IHG, IHG may terminate the Agreement. If the Hotel breaches the Hotel Agreement and fails to cure the default within ten (10) days after receiving notice from IHG or an IHG Affiliate, IHG can terminate the Agreement immediately upon written notice. Additionally, IHG may terminate the Agreement immediately upon written notice if a Hotel Bankruptcy Event occurs.
In the event of such defaults, IHG has the option to limit, reduce, suspend, or terminate the Hotel's access to the Next-Gen Payments Solution, in addition to or instead of exercising its termination or other legal rights. The Hotel is also obligated to defend, indemnify, and hold IHG harmless against any claims, losses, liabilities, and damages resulting from a breach of the Agreement by the Hotel, including breaches of Third Party Terms.
Furthermore, the FDD states that either party can pursue other remedies or damages if the other breaches the terms of the Agreement, in addition to the liquidated damages outlined. However, IHG will not be liable to the Hotel for any indirect, consequential, special, incidental, or punitive damages, loss of goodwill, loss of profits, personal injury or property damage or loss, corruption, or unauthorized access to or use of data, even if such damages were foreseeable. IHG's liability to the Hotel under the Agreement is limited to the fees paid by the Hotel under the Agreement in the three months preceding the event giving rise to liability.
For Even Hotels franchisees in Washington state, the Washington Franchise Investment Protection Act may supersede the Franchise Agreement in areas of termination and renewal, and in the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act may prevail.