Terms of Service

INN-FLOW TERMS OF SERVICE

Subject to the terms and conditions of this agreement (this “Agreement”), we at Inn-Flow Holdings, LLC, a Delaware limited liability company (“we” or “Inn-Flow”), provide subscriptions to:

(1)     our Inn-Flow^® web-accessible accounting and labor software (the “Platform”);

(2)     various modules of services, features and/or functionality accessible through or in connection with our provision of the Platform (“Modules”), each of which are subject to the applicable Service-Specific Terms set forth in the Appendices attached hereto (the “Service-Specific Terms”);

(3)     our Inn-Flow^® iOS- and Android-native mobile application (the “Mobile App,” and, together with the Modules and the Platform, the “Software”) that permits access to certain features and functionality of our Platform on one or more mobile devices owned or controlled by you or the applicable Authorized Users (each, a “Mobile Device”); and

(4)     the Services described in further detail below.

“You” and “your” as used throughout this Agreement refers to the party (other than us) entering into this Agreement to obtain a subscription to the Software and our Services.  Other capitalized terms that are used as defined terms but not defined in context have the meanings given to such terms in Section 16 below.

1. Acceptance. By executing an Order with us, you also accept the terms of this Agreement and agree you are legally bound by its terms.  The individual executing the Order (or otherwise registering to use our Software and Services) on your behalf represents and warrants to us that such individual is fully and duly authorized to agree to be bound by this Agreement on your behalf.  If you do not agree to this Agreement, then do not execute an Order with us or otherwise access or use any Software or Services.
2. Changes to this Agreement. We may revise and update this Agreement from time to time in our sole discretion; provided, however, that, during the Term, we will not without your prior written consent make any revisions, updates or other changes to this Agreement that will in a manner that is materially adverse to you either (a) reduce our express obligations to you under this Agreement, or (b) alter our express representations, warranties, indemnities or limitations of liability.  Via a conspicuous posting within the Software itself or via notice by e-mail to the e-mail address we have on file for you, we will notify you of any material changes to this Agreement.  Changes to this Agreement are effective immediately when we post them, and your continued use of the Software or Services following the posting of a revised Agreement means that you accept and agree to the changes.  You must immediately discontinue access or use of the Software and Services if you do not want to agree to the revised Agreement.
3. Right to Access and Restrictions.
   15. Software Authorization. Subject to and conditioned upon your and your Authorized Users’ compliance in full with this Agreement, we authorize you, during the Term, and on a non-exclusive and non-transferable (except as described in Section e) basis, to access and use the Software, in each case provided that such access and use is (i) by and through your Authorized Users only, (ii) solely as (and in the form) in which we have provided the Software, (iii) solely for the Permitted Use, and (iv) strictly in accordance with this Agreement and the Documentation.  With respect to the Platform, this authorization permits you to access and use the Software only remotely (on a “software as a service” basis), over the Internet and through a web-based user interface that we have provided for this purpose.  With respect to any Modules, this authorization permits you to access and use Modules only to the extent specified in this Agreement and your Order, and in each case subject to the applicable Service-Specific Terms.  With respect to the Mobile App, this authorization also permits you to download and install the Mobile App on one or more Devices, subject to your timely payment of any additional fees specified in your Order.  Finally, this authorization also permits you and your Authorized Users to access and use the Documentation during the Term in support of your permitted uses of the Software.  For the avoidance of doubt, nothing in this Agreement grants you any right, license or authorization to at any time access or use any source code associated with the Software.
   16. Limitations and Restrictions. You must use commercially reasonable efforts to prevent unauthorized access to or use of the Software.  You must not, and you must not permit any other person or entity to, access or use the Software except as we’ve specifically allowed in this Agreement.  Without limiting the generality of the preceding sentence, except as we’ve specifically allowed in this Agreement, you and your Authorized Users must not do any of the following:
       1. copy, modify, adapt, translate or create derivative works or improvements of the Software or any portion thereof;
       2. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Software or any features or functionality of the Software to any other person or entity for any reason, including by making the Software available through any time-sharing, service bureau, cloud, technology or software as a service arrangement, or otherwise provide the Software for the benefit of any third party;

• reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive, gain access to or discover the source code of the Software or the underlying structure, ideas, know-how, algorithms or methodology relevant to the Software;

1. input, upload, transmit or otherwise provide to or through the Software any information or materials that are infringing, obscene, libelous or otherwise unlawful or that contain, transmit or activate any Harmful Code;
2. bypass, breach or disable any security device, copy control, digital rights management tool or other protection used by the Software;
3. share an Authorized User’s access credentials with any person or permit use of an Authorized User’s access credentials by any person, other than the Authorized User with whom the access credentials are associated;

• access or use the Software by or for the benefit of any business locations or properties that are not Affiliated Properties;
• utilize Modules in ways that exceed what you have paid for under your Order (including, but not limited to, utilizing Modules for any business locations or properties that are not Affiliated Properties or utilizing Modules for Affiliated Properties where you have not paid for the use of that Module for that Affiliated Property);

1. otherwise access or use the Software in any manner that exceeds any other volume or usage limitations set forth in your Order without paying any corresponding increased Fees;
2. attempt to gain unauthorized access to, damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner (A) the Software, (B) the server on which the Software is stored, (C) any server, computer or database connected to the Software, or (D) our ability to provide services to any other person or entity;
3. access or use the Software in a manner that imposes an unreasonable or disproportionately large load on the Software, as reasonably determined by Inn-Flow after good faith discussion with you;

• remove, obscure or alter any intellectual property right or confidentiality notices or legends appearing in or on any aspect of any Inn-Flow proprietary content or materials made available to you through or in connection with the Software or Services;
• access or use the Software in any way that infringes, misappropriates or otherwise violates any intellectual property right, privacy right or other right of any third party, or that violates any applicable law or regulation;
• use the Software to store, process or input any data into the Software that you are not authorized to share under applicable law or your own obligations to third parties;

1. use the Software to (A) impersonate any other person or entity or misrepresent affiliation with any other person or entity; (B) use the Software to create, store, or distribute any content that is unlawful, fraudulent, defamatory, harassing or threatening; or (C) use the Software to deliver or transmit unsolicited messages (commercial or otherwise) or spamming that is in violation of applicable laws;

• access or use the Software for purposes of (A) developing, producing, marketing, distributing, licensing or selling any product or service that may compete with the Software; (B) competitive analysis; (C) disclosing to our competitors, for any purpose, otherwise non-public information about the Software; or (D) any other purpose that is to Inn-Flow’s detriment or commercial disadvantage, as determined by Inn-Flow in its sole discretion;
• except as expressly permitted by Inn-Flow in writing or through features made available within the Software (A) access or interact with the Software using any artificial intelligence agent, automated tool, or similar technology; (B) use any robot, spider, scraper, or other automatic device, process, or means to access the Software, or to scrape or mine the Software; (C) engage in “screen scraping,” “database scraping,” or harvesting of any information or data (including email addresses, IP addresses, or other personal information); or (D) access the Software using means to mask, rotate, spoof, or otherwise obscure the user’s IP address or identity;
• publish or disclose to any third party any performance data, benchmarks, or results of any testing or evaluation of the Software without Inn-Flow’s prior written consent; or
• knowingly aid or assist any Authorized User or other person or entity in taking any of the actions prohibited by this Section b.

1. Responsibility for Authorized Users and Affiliated Properties. You will ensure your Authorized Users’ and Affiliated Properties’ compliance with this Agreement and be responsible and liable to us for any act or omission of an Authorized User, an Affiliated Property or any other employee or agent under your control or direction or acting on your behalf that would be a breach or violation of this Agreement had you performed the act or omission yourself.

4. Our Services.
   5. Services – Generally. Subject to and conditioned upon your and your Authorized Users’ compliance in full with this Agreement, we will provide to you the following services (the “Services”) during the Term: (i) the hosting, management and back-end operation of the Software to make the same available for access and use by you and your Authorized Users in accordance with the authorizations granted above; (ii) the Support Services described in Section a below; (iii) the Onboarding Services described in Section 6 below; and (iv) any other Services we expressly agree to provide in your Order.
   6. Changes to the Software and Services. We may make any changes to the Software (including, without limitation, the design, look and feel, functionality, content, material, information and/or services provided via the Software) and the form, format and mix of Services delivered to you, in each case as we deem necessary or useful to improve the Software or Services or for any other reason, from time to time in our discretion.  Such changes may include upgrades, bug fixes, patches, error corrections, modifications, enhancements, improvements and/or new features of the Software (collectively, “Updates”).  All Updates shall be deemed a part of the Software governed by all the provisions of this Agreement pertaining thereto.
   7. Subcontractors. You understand and agree that we may, in our discretion, engage subcontractors to aid us in providing the Software and Services under this Agreement.  For example, we may use Amazon Web Services, Microsoft Azure, Google Cloud Platform and/or such other reputable hosting provider that implements and maintains commercially reasonable security programs, policies, procedures, controls and technologies (the “Hosting Services Provider”) for cloud-based infrastructure and hosting and storage services for the Software, and such Hosting Services Provider will host and store certain portions of Your Data that is processed through the Software.  You hereby specifically approve and consent to our use of a Hosting Services Provider in the manner described.  Notwithstanding anything to the contrary in this Agreement, you agree that we cannot guarantee or ensure the performance of any Hosting Services Provider to the terms of this Agreement, and remediation of a breach by a Hosting Services Provider is limited to the remedies specified in the Hosting Services Provider’s standard service agreement.
   8. Suspension of Services or Access. We may suspend performance of the Services and/or suspend or deny access to or use of all or any part of the Software to one or more of your Authorized Users, without any liability to you or others, if (i) we’re required to do so by law or court order; (ii) Your Data or your use of the Software is the subject of a third-party claim of infringement, misappropriation or other violation of such third party’s rights; (iii) we determine it is necessary to do so to mitigate a material security risk or threat to the Software or the systems, networks or servers used to host the Software; or (iv) you have or your Authorized User (or any other employee or agent under your control or direction or acting on your behalf) has (A) accessed or used our Services or the Software in violation of this Agreement, (B) been involved in any fraudulent, unlawful or other activities relating to or in connection with our Services or the Software that pose a security risk to the Software, Inn-Flow’s (or its subcontractor’s) infrastructure or any other customer of Inn-Flow or that may subject Inn-Flow or any third party to liability, or (C) otherwise failed to comply with this Agreement (including, for the avoidance of doubt, by failing to make a payment when due) and have failed to cure such breach within fifteen (15) days after we provide written notice to you.  Unless we have exercised our right to terminate this Agreement pursuant to Section b, we will promptly resume performance of our Services and restore access to the Software as soon as the event giving rise to the right to suspend has been fully resolved, mitigated or cured.  Our rights under this Section are in addition to, and not in lieu of, our termination rights in Section 11.b and all other rights or remedies under this Agreement, at law or in equity.
   9. Third-Party Systems. We may enable integrations between the Software and your own or certain third-party software or systems that you wish to use in conjunction with the Software (collectively, “Third-Party Systems”) to enable the communication of data between the Software and such Third-Party Systems.  As between you and us, unless otherwise agreed by Inn-Flow in writing: (i) you will be solely responsible for obtaining (at your sole cost and expense) the appropriate licenses to and accounts on the Third-Party Systems that are necessary to enable such integrations using application programming interfaces or other similar connectors, and (ii) you will be responsible for verifying whether (and you hereby represent and warrant to us that) the establishment and on-going operation of any integrations between the Software and the Third-Party Systems as contemplated by this Agreement and your Order are and will be in compliance with the terms and conditions of the applicable license agreements for the Third-Party Systems and in compliance with applicable laws, rules and regulations. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, ANY SUCH INTEGRATIONS ARE PROVIDED TO YOU “AS IS,” “AS AVAILABLE” AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. Notwithstanding anything to the contrary in this Agreement, we do not make any, and we hereby disclaim any and all, representations or warranties with respect to the Third-Party Systems, including (but not limited to) any representations or warranties as to the quality, accuracy, availability, operation or performance of the Third-Party Systems or as to the capabilities, features or functionality, suitability, legality or appropriateness of such Third-Party Systems for use in your business or for use in connection with the Software, and you acknowledge and agree that we will not be liable to you or any other person or entity for losses, damages, costs or expenses of any kind or nature to the extent resulting from any failure, interruption, delay, error, breach (including breach of security) or other problem of or caused by any Third-Party Systems.
   10. Text Message Alert Service.   When your Authorized User provides to us (or when you provide to us on the Authorized User’s behalf) the Authorized User’s mobile telephone number in connection with registering or maintaining the Authorized User’s user account on the Software, the Authorized User will be given an option to participate in our SMS text message program (the “Text Message Program”).  We provide the Text Message Program to send Authorized Users informational communications relating to their use of the Software and Services, such as status updates about operations within the Software or multi-factor authentication alerts (“Informational Texts”).  By subscribing to the Text Message Program (whether directly, or by you or the Affiliated Property on the Authorized User’s behalf), the Authorized User voluntarily authorizes and directs us to send text messages using an automated system to the mobile telephone number that has been provided.  Authorized Users are not required to use or subscribe to the Text Message Program as a condition of using the Software or in order to benefit from other Software features that are unrelated to the Text Message Program.  Standard message and data rates may apply.  Once enrolled in the Text Message Program, an Authorized User may opt out of the Text Message Program (i.e., stop text messages) at any time.  With respect to any text message, the Authorized User may reply STOP, at which time we will reply by text to give the Authorized User the option to stop Informational Texts (and after which we will stop sending the messages).   If an Authorized User contacts us by e-mail, they must include “Text Message Opt Out” or similar language in the subject line of their e-mail, to assist us in our efforts to ensure prompt and proper processing of such e-mail requests.  Regardless of the method used to opt out, it may take us a few days to process any opt out requests.
   11. High-Risk Uses. The Software is not designed or intended to be used for: (i) profiling or conducting “social scoring” of individuals, for purposes of targeted or behavioral advertising or otherwise; (ii) profiling, inferring emotions, observing, monitoring or evaluating performance of particular individuals in a public or workplace setting or educational environment; (iii) generating “deepfakes,” (iv) safety components of consumer products or critical infrastructure; (v) facial recognition or other biometric identification; (vi) biometric categorization of individuals along the lines of protected class or sensitive attributes such as gender, race, ethnicity, age, disability status or sexual orientation based on the inference of such attributes or characteristics or unlawfully discriminating against individuals on the basis of such attributes or characteristics; (vii) decision making concerning a particular individual that determines (in whole or in substantial part) for such individual the access to, the provision or denial of, or the cost or terms of financial or lending services, housing, insurance, education enrollment or opportunity, criminal justice, immigration, employment or independent contracting opportunities or compensation, healthcare services, legal services or other essential goods or services; or (viii) any other use or purpose defined or categorized as “prohibited” or “high risk” by laws, rules, regulations or industry standards applicable to the provision of artificial intelligence systems (collectively “High-Risk Uses”).  Therefore, the Software may not provide adequate or legally-required safeguards, consumer rights mechanisms, disclosures, measures, transparency or other protections as may be required in connection with the use of artificial intelligence systems for such High-Risk Uses.  Inn-Flow does not make (and hereby disclaims) any representation, warranty, guarantee, indemnity or other commitment in regards to the legality, validity, suitability or appropriateness of using the Software for any such High-Risk Uses.  Inn-Flow will have no responsibility or liability (to you, your Authorized Users, your Affiliated Properties, or to any other person or entity), and you will solely and exclusively bear any and all responsibility and/or liability (and you assume all risk), in any way relating to the use of the Software for or in connection with any High-Risk Uses.
5. Support Services.
   1. Support Services. Subject to and conditioned upon your and your Authorized Users’ compliance in full with this Agreement, during the Term we will provide customer support services to you and your Authorized Users via e-mail and chat 24 hours per day, seven days per week (excluding federal holidays) (“Support Services”).  Unless otherwise specified in your Order and except as set forth below, Support Services will be included with your subscription to the Software (subject to and conditioned upon your timely payment of the corresponding recurring Software subscription Fees) and otherwise free of additional charge.  Support Services include the following:
      1. access to knowledge base content, FAQs, training videos and community forums hosted and made available generally to customers by us from time to time through our website or otherwise;
      2. technical and operational assistance for the use of the Software, including responses to general, short-duration questions about the documented features and functionality of the Software and usage thereof, management of user accounts for Authorized Users, assistance with interpretation and use of the Documentation, and assistance with interpretation of error or warning messages appearing in dashboards or alerts, in each case to the extent such inquiries and requests cannot be resolved by the User Contact as described in Section b below;

• reasonable attempts to respond and resolve any reproducible failure of the Software to perform in accordance with the Documentation (each, an “Error”) within a commercially reasonable amount of time (with good faith efforts to resolve most problems within forty-eight (48) hours); and

1. good faith efforts to periodically provide to you all Updates to the Software that we make generally available to all of our customers free of additional charge.

However, Support Services do not include (1) support for software or hardware that is not part of the Software (including support for any part of your equipment, products or technology infrastructure), (2) on-site dispatch of our personnel, (3) formal, comprehensive training of Authorized Users on use of the Software, (4) on-site or remote support to configure or customize the Software for you, or (5) performance of any other professional, implementation, configuration, consulting or advisory services (provided that items (3) through (5) may be separately provided Services to the extent expressly agreed to in your Order).  You understand, acknowledge and agree that we will not be required to fully satisfy you on all support requests, fully resolve all issues and fix all errors, customize the Software for you, or incur travel, overtime, or other extraordinary expenses in connection with Support Services or otherwise.  You must provide all information and assistance that we reasonably request in connection with providing such Support Services.  We reserve the right to charge you at an hourly rate (on a time-and-materials basis) for support services provided (x) outside of our normal support hours, or (y) in connection with a request we reasonably determine is outside the scope of the Support Services described above.

1. User Contact for First-Tier Support. You will identify a system administrator or other employee (the “User Contact”) trained in use of the Software who will provide first-tier technical support to your Authorized Users.  First-tier technical support involves assisting Authorized Users with help concerning Software usage, understanding Software functionality and verifying Software Errors reported by Authorization Users.

6. Onboarding Services.
   1. Our Obligations. Subject to and conditioned upon your and your Authorized Users’ compliance in full with this Agreement, we will perform reasonable on-boarding, configuration and implementation services (“Onboarding Services”) in connection with making the Software accessible to you and your Authorized Users, including assigning all security access, passwords and user IDs necessary to access and use the Software, and any other Onboarding Services that are mutually agreed upon by you and us and described in your Order.
   2. Your Responsibilities. In connection with our performance of the Onboarding Services, you will: (i) reasonably cooperate with us in all matters relating to the performance of the Onboarding Services; (ii) in a timely manner, provide all of Your Data reasonably necessary for us to complete such Services; (iii) respond promptly to our requests to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for us to perform such Services in accordance with the Order; and (iv) perform those additional tasks and assume those additional responsibilities specified in the Order.  You accept that our performance is dependent on your timely and effective satisfaction of the foregoing responsibilities.
7. Confidentiality.
   4. General. In connection with receiving or providing the Software and Services during the Term, each party (each, a “Discloser”) may disclose to the other party (the “Recipient”) the Discloser’s proprietary or confidential information (collectively, “Confidential Information”).  During the Term and thereafter the Recipient will not without the Discloser’s written consent disclose Discloser’s Confidential Information to any third party (other than our subcontractors as permitted in Section c above) nor use the Discloser’s Confidential Information for any purpose except for carrying out its obligations or exercising its rights under this Agreement.  All non-public information related to the Software and the features, functionality and performance thereof are all our Confidential Information, Your Data is your Confidential Information, and the terms of this Agreement and your Order are the Confidential Information of both of us.
   5. Exceptions. These restrictions will not restrict the use or disclosure of information disclosed by one party to the other that (i) is or becomes publicly known other than as a result of any act or omission by the Recipient or its employees or agents, (ii) is lawfully received by the Recipient from a third party not in a confidential relationship with the Discloser, or (iii) was already rightfully known by the Recipient prior to receipt thereof from the Discloser.  Additionally, Recipient may disclose Discloser’s Confidential Information to the extent it is legally compelled to do so pursuant to applicable law or the valid order of a court or governmental agency, provided that Recipient must first give the Discloser reasonable prior written notice to permit the Discloser to challenge or limit such required disclosure and provided that the Recipient must reasonably cooperate with the Discloser’s efforts to obtain protective treatment for such Confidential Information.
8. Security. We will implement reasonable and appropriate security procedures consistent with prevailing industry standards to protect Your Data from unauthorized access by physical and electronic intrusion; provided, however, unless resulting from our failure to perform the forgoing obligations, the parties agree that we will not, under any circumstances, be held responsible or liable for situations (i) where data or transmissions are accessed by third parties through illegal or illicit means, (ii) where the data or transmissions are accessed through the exploitation of security gaps, weaknesses, or flaws unknown to us at the time, or (iii) where our security measures were consistent with prevailing industry standards.  We will report to you any unauthorized access to Your Data—to the extent that such access compromises the security, integrity or confidentiality of Your Data—without undue delay following our discovery of the same, and we will use diligent and reasonable efforts to remedy any breach of security that permitted such unauthorized access.
9. Fees and Payment.
   9. Fees. You will pay (or cause the applicable Affiliated Property to pay) to us the fees and charges described in your Order (the “Fees”) in accordance with the Order and this Section 9.  Except as otherwise expressly specified in the applicable Order, all Fees are earned upon Term commencement or renewal and payable as a lump sum or in installments as indicated in your Order.  In addition, we reserve the right, upon written notice to you but not more than once per year, to increase our Fees that are specified in your Order; if you do not provide notice of non-renewal in accordance with your Order, you will be deemed to have accepted the adjusted Fees.  All purchases are final, all payment obligations are non-cancelable and (except as otherwise expressly provided in this Agreement or in your Order) all Fees once paid are non-refundable.
   10. Taxes. Our Fees do not include taxes and similar assessments.  We will pass along to you the cost of any VAT, sales and excise (and other similar) taxes, duties and charges of any kind imposed by a governmental authority on amounts payable under this Agreement, other than taxes imposed on our income, property or employees.  If any such amounts are owed to a governmental authority, we will calculate the amount of the obligation and include this on your bill or invoice, and we will remit those amounts to the applicable authority.  The imposition and rate of such taxes, duties and/or charges will be determined based on your location (as reported by you to us) and the specific provisions of applicable federal, state and/or local law (such as the specific thresholds set by the applicable authorities for economic presence under economic nexus guidelines).  Therefore, you must provide accurate and up-to-date information to us about your billing location, and we will not be held liable for incorrect tax charges resulting from outdated or incorrect information provided by you.  If you are exempt from such taxes, you must provide us with a true, up-to-date and complete copy of your direct pay permit or exemption certificate.
   11. Payment. You will make all payments in U.S. dollars.  Invoiced amounts are due immediately upon receipt, unless otherwise expressly agreed by Inn-Flow in writing.  You are responsible for providing complete and accurate billing and contact information and notifying us of any changes to that information.
   12. Late Payment. Overdue payments accrue interest at one point five percent (1.5%) monthly (or the maximum rate permissible by applicable law, if lower) starting from the due date.  You will reimburse us for all reasonable costs of collecting past due amounts to the fullest extent permitted by applicable law, including but not limited to attorneys’ fees, court costs, and third-party collection agency fees.
10. Ownership and Intellectual Property Rights.
    1. Software and Other Inn-Flow IP. You acknowledge and agree that Inn-Flow owns all right, title and interest in and to the Software (for the avoidance of doubt excluding any of Your Data or Confidential Information), including all associated features, functionality, software, APIs, tools, content, materials and services made available thereon by us, including all Deidentified Customer Data created by us or on our behalf as a result of your use of the Software, including the look and feel, ideas, algorithms, machine learning and artificial intelligence models (including model weights, parameters, and training data), methods and concepts underlying or embedded in the foregoing, including all new versions, Updates, configurations, revisions, derivative works, improvements and modifications of any of the foregoing, and including all related intellectual property rights (collectively, the “Inn-Flow IP”).  We are not granting you any right, license or authorization with respect to the Inn-Flow IP except as we’ve specifically provided in Section 3  We reserve all other rights in and to the Inn-Flow IP.
    2. Your Data. As between you and us, you are and will remain the sole and exclusive owner of all right, title and interest in and to all of Your Data, including all intellectual property rights relating to Your Data, subject to the rights you grant to us in this Section b.  You grant to us and our subcontractors all such rights and permissions in or relating to Your Data as are necessary to: (i) perform the Services and provide the Software during the Term, as described in this Agreement; (ii) obtain, create and derive from Your Data—in aggregated or de-identified form only—statistics, analytics, benchmarking and other data (“Deidentified Data”) that we may use for our own marketing and benchmarking purposes, for preparing and presenting (to you and to our other customers) aggregated comparison or benchmarking statistics in the Software, and for other lawful business purposes; (iii) monitor, track and improve our (or our subcontractors’) products and services, including, but not limited to, by training and tuning artificial intelligence and/or machine learning models and algorithms associated with the Software in order to improve such models’ and algorithms’ predictions, performance and functionality for your benefit and the benefit of our other customers generally; and (iv) enforce this Agreement and exercise our rights and perform our obligations under this Agreement.
    3. Publicity Rights. During the Term, you agree that we may, without separate written consent from you, include your name, trademarks and logos on our website and in other sales and marketing materials in order to factually identify you as a current customer.
    4. Usage Data. We may collect diagnostic, metadata, telemetry, technical and other statistical information regarding your and your Authorized Users’ use of and the operation and/or performance of the Software and Services (“Usage Data”), such as data on what features and functions are being used by its users and to what extent and information about users’ computers, systems and software used to access the Software.  Usage Data does not include or constitute Your Data.  As between the parties, you acknowledge and agree that Inn-Flow owns all right, title and interest in Usage Data, and Inn-Flow may, during and after the Term, use Usage Data for monitoring, enhancing and improving the Software and Services and for other business purposes.
    5. Feedback. You may (but you are not obligated to) provide us suggestions, comments, recommendations, or other feedback relating to the Software or other Inn-Flow offerings (“Feedback”). You hereby grant to us a perpetual, irrevocable, non-exclusive, royalty-free and fully paid, sublicensable (through multiple tiers), transferable, worldwide license to use, reproduce, modify, distribute, and create derivative works of Feedback for any purpose.  Inn-Flow has the right, but not the obligation, to use Feedback in any way without attribution, accounting, compensation, or other obligation to you.  You acknowledge that any Feedback is provided voluntarily and without expectation of compensation or confidential treatment.
11. Term and Termination.
    1. Term; Renewal. The initial term of this Agreement commences on the first date you accept this Agreement in accordance with Section 1 above and continues for the period specified in your Order as the “Initial Term” (the “Initial Term”).  Thereafter, unless otherwise specified in your Order, this Agreement will automatically renew for successive periods equal to the length of the “Renewal Term” specified in the Order (each, a “Renewal Term”), unless one party provides written notice to the other of its intent not to renew at least ninety (90) days prior to the end of the then-current Initial Term or Renewal Term.  The Initial Term and each Renewal Term (if any) are referred to in this Agreement collectively as the “Term.”
    2. Termination. In addition to any other termination rights described in this Agreement, this Agreement may be terminated prior to the end of the Term at any time by either party, effective when that party provides written notice to the other, if the other party materially breaches this Agreement and such breach (i) has remained uncured thirty (30) days after the non-breaching party provides the breaching party with written notice regarding such breach (describing the breach in reasonable detail), (ii) is an intentional or willful breach of the covenants, conditions, limitations and restrictions in Section b; or (iii) is the second (or higher ordinal) breach of the covenants, conditions, limitations and restrictions in Section 3.b.  In addition, either party may terminate this Agreement immediately upon written notice to the other party if the other party (1) files a voluntary petition in bankruptcy or any analogous proceeding under applicable law, (2) has an involuntary petition in bankruptcy filed against it that is not dismissed within 60 days, (3) has a receiver, trustee, custodian, or similar official appointed for it or a substantial portion of its assets, (4) makes an assignment for the benefit of creditors, (5) admits in writing its inability to pay its debts as they become due, or (6) is the subject of any analogous proceeding or event under applicable law.  If you are party to multiple agreements, order forms or statements of work with Inn-Flow, a material breach by you of any such agreement, order form, or statement of work that results in termination for cause under that agreement shall, at Inn-Flow’s election, constitute grounds for termination of all other agreements, order forms, and statements of work between you and Inn-Flow (including this Agreement). Except as otherwise expressly permitted in this Agreement, your sole right to end this Agreement is through non-renewal in accordance with Section 11.a above or termination as expressly permitted in this Agreement. Your cessation of use of the Software and/or Services during any term shall not constitute termination and shall not relieve you of any obligation to pay fees for the remainder of the then-current term.
    3. Effect of Termination. If this Agreement is terminated or expires, then: (i) all rights, licenses and authorizations granted by one party to the other will immediately terminate, (ii) we may disable your, your Affiliates’ and your Authorized Users’ access to the Software, and (iii) you will promptly remit all unpaid fees and amounts accrued or due through the effective date of termination or expiration.  Expiration or termination of this Agreement for any reason shall not relieve you of (1) any obligation to pay fees accrued or due prior to the effective date of such expiration or termination, (2) any liability for breach of this Agreement occurring prior to the effective date of termination, or (3) any obligation that by its nature is intended to survive termination, as set forth in Section d immediately below.  For the avoidance of doubt, if this Agreement terminates or expires, then your subscription to (and your access to and use of) the Accounting, Bookkeeping and other Modules of the Software will also terminate.  If you require continued access to the Accounting, Bookkeeping or any other Modules of the Software after the date of expiration or termination of this Agreement—such as to access data or finalize entries—then you must pay subscription fees for any additional subscription access to the Software, and such access will be provided by Inn-Flow only upon its written consent, in its sole discretion.
    4. Survival. Sections 7 (Confidentiality), 10 (Ownership and Intellectual Property Rights), c (Effect of Termination), 13 (Indemnification), 14 (Limitations of Liability), 15 (Miscellaneous), 16 (Definitions) and this Section 11.d will survive any expiration or termination of this Agreement.  In addition, any other rights, such as a right to payment or to sue for breach, that have accrued prior to expiration or termination of this Agreement and that must survive such expiration or termination in order to be enforced, will survive any expiration or termination of this Agreement
12. Representations and Warranties.
    1. Customer Responsibility for Data. You are solely responsible for the accuracy, quality, and legality of Your Data and for obtaining all rights, consents, permissions, and authorizations necessary to provide Your Data to us, our subcontractors and any Third-Party Systems you have elected to use with the Software hereunder and to permit use Your Data as contemplated under this Agreement.  You represent and warrant that: (i) your, your Affiliated Properties’ and your Authorized Users’ collection and use of all of Your Data (including your choice to upload and process Your Data to and through the Software and any Third-Party Systems you have elected to use with the Software as contemplated in this Agreement) and your Confidential Information is consistent with your own privacy policy and your license agreements and other agreements with third parties; (ii) you either own, or have all rights, permissions and consents that are necessary to store, use and process, and to permit us, our subcontractors, the Software and any Third-Party Systems you have elected to use with the Software to store, use and otherwise process as contemplated in this Agreement, all of Your Data and your Confidential Information; (iii) the access to and storage, use and other processing of Your Data and your Confidential Information (including all personal data included in Your Data and your Confidential Information) by us, our subcontractors and the providers of any Third-Party Systems you have elected to use with the Software, as contemplated by this Agreement, does not and will not violate any applicable law, rule or regulation or infringe, misappropriate or otherwise violate any intellectual property right, privacy right or other right of any third party; (iv) to the extent Your Data includes data originating from third-party platforms, integrations, or services, you have obtained all necessary rights and permissions to transmit such data to the Software and no terms governing such third-party platforms restrict use of such data as contemplated under this Agreement; and (v) you will not transmit, upload, or otherwise make available to the Software any data that you do not have the lawful right to share.
    2. By Us Regarding Our Services. We warrant that we will perform all Services in a professional and workmanlike manner, using adequate resources and appropriately qualified personnel, and consistent with generally accepted standards of quality in our industry.  IF WE BREACH THIS WARRANTY, AS YOUR SOLE AND EXCLUSIVE REMEDY AND AS OUR ONLY OBLIGATION AND LIABILITY TO YOU, WE WILL PROMPTLY RE-PERFORM THE NON-CONFORMING SERVICES AT NO ADDITIONAL COST TO YOU.  You must provide Inn-Flow with prompt written notice of any alleged nonconformity with reasonable detail.
    3. By Us Regarding Our Software. We warrant that the Software will at all times during the Term substantially conform in all material respects to its Documentation and the written specifications expressly set forth by you and us in your Order.  However, the warranty in this Section does not apply to any non-conformance resulting from: (x) use of the Software in a manner inconsistent with this Agreement or its Documentation, (y) the operation of or access to your, your Authorized User’s or any third party’s system or network, or (z) Your Data or any Third-Party Systems.
    4. Remedy for Breach of Software Warranty. If we breach the warranty set forth in Section c, we will, at our sole option and expense, take any of the following steps to remedy such breach: (i) modify, fix or correct the Software to remedy such non-conformity; (ii) replace the non-conforming portion of the Software, as applicable, with functionally equivalent software; or (iii) if the remedies in clauses (i) and (ii) are not feasible by commercially reasonable standards, terminate this Agreement and promptly refund to you on a pro rata basis the share of any Software subscription fees prepaid by you for the future portion of the applicable subscription term that would have remained but for such termination (a “Refund of Fees”).  If we do not cure a warranty breach or terminate this Agreement as permitted by the immediately preceding sentence within 30 days after our receipt of written notice of such breach, you will have the right to terminate this Agreement and we will promptly provide to you a Refund of Fees.  THE REMEDIES STATED IN THIS SECTION 12.d ARE YOUR SOLE AND EXCLUSIVE REMEDIES, AND OUR ONLY OBLIGATION AND LIABILITY TO YOU, FOR ANY BREACH OF THE WARRANTY SET FORTH IN SECTION 12.c.
    5. Disclaimer of Warranties. You must provide Inn-Flow with prompt written notice of any alleged nonconformity under Sections b and 12.c with reasonable detail.  You acknowledge that the delivery of Software and Services hereunder will be based in part on data submitted by you or on your behalf, which is not verified or endorsed by us, and that reports, data or information generated, obtained or acquired through the use of the Software and Services is at your sole risk and discretion.  We and our subcontractors are not liable or responsible for any results generated through the use of the Software and Services.  EXCEPT FOR THE EXPRESS LIMITED WARRANTIES IN SECTIONS 12.b AND 12.c, ALL SERVICES AND THE SOFTWARE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WE HEREBY DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.  WITHOUT LIMITING THE FOREGOING, NEITHER WE NOR ANYONE ASSOCIATED WITH US REPRESENTS OR WARRANTS THAT THE SOFTWARE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED OR THAT THE SOFTWARE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
    6. Disclaimer Regarding AI-Generated Outputs. You acknowledge that AI-generated outputs may be inaccurate, incomplete, misleading, or unreliable, may incorporate or resemble third-party content, and are not guaranteed to be unique or free of errors.  You are solely responsible for reviewing and validating all AI-generated outputs prior to any use or reliance.  You are hereby advised (and hereby acknowledge the same and agree and undertake) to independently review, evaluate and verify the accuracy, quality and suitability of any AI-generated outputs as appropriate for your use case, including by using human review of such outputs and results, and you further understand, acknowledge and agree that, unless otherwise expressly agreed to in writing by Inn-Flow, Inn-Flow will not (and does not undertake to) provide any human review of such outputs and results.  Inn-Flow disclaims all liability arising from your use of or reliance on AI-generated outputs.  Inn-Flow makes no representation that outputs that are generated specifically from your inputs are unique to you, and substantially similar or identical outputs may be independently generated for other customers.
    7. Disclaimer Regarding Professional Advice. Except in connection with the bookkeeping Services that may be provided to you if you are subscribed to Inn-Flow’s Bookkeeping Module (and subject to the Service-Specific Terms applicable to the Bookkeeping Module as set forth below), you understand, acknowledge and agree that Inn-Flow is not in the business of providing legal, tax, regulatory, financial, accounting, employment, engineering, architectural, construction, building code compliance, health and safety, facilities management or other professional services or advice, and neither the Software, the Services nor any statements or representations made by Inn-Flow or any of its personnel or subcontractors, either verbally or in writings of any kind, should be considered as such advice.  You should consult with a professional who is credentialed or licensed in the relevant area for advice.  Use of the Software or Services does not relieve you of, or cause Inn-Flow or any of its personnel or subcontractors to assume, in part or in full, any of your obligations under applicable federal, state or local laws, regulations or ordinances.  For the avoidance of doubt, if you subscribe to the Facilities Management Module, the Software is a work order tracking and maintenance scheduling tool only. It does not constitute professional engineering or facilities management advice, and does not guarantee compliance with any applicable building codes, health and safety regulations, ADA requirements, fire codes, OSHA standards, or other regulatory requirements governing the physical condition or operation of your properties.  You further acknowledge and agree that neither Inn-Flow nor any of its personnel or subcontractors are acting in a fiduciary or recordkeeping capacity for you, and Inn-Flow’s obligations under this Agreement do not relieve you of any record retention obligations under applicable law, regulation or other applicable authority.
13. Indemnification.
    3. By You. You will defend us from and against any Claims brought by a third party, and you will indemnify and hold us harmless from any Losses incurred by us directly as a result of such third party Claims, in each case to the extent the same are based on your, your Authorized User’s or your Affiliated Property’s use of the Software in violation of Section 3.b and/or allegations that you or your Authorized Users or any other employee or agent under your control or direction or acting on your behalf have breached any representation or warranty in Section 12.a.
    4. By Us. We will defend you from and against any Claims brought by a third party, and will indemnify and hold you harmless from any Losses associated with such third-party Claims, in each case to the extent the same are based on allegations that the Software or your use thereof (excluding Your Data or Confidential Information) infringe any U.S. patent, copyright or trademark of such third party, or misappropriate the trade secret of such third party (each, an “Infringement Claim”).
    5. Exclusions from Infringement Claims. Notwithstanding the foregoing, we will have no liability or obligation with respect to any Infringement Claim to the extent based upon or arising out of: (i) access to or use of the Software in combination with any hardware, system, software, network or other materials or service not provided by us (or authorized in the Documentation or otherwise in writing by us); (ii) modifications or configurations made to the Software by anyone other than us or a party acting under our direction without our prior written consent; (iii) Third-Party Systems; or (iv) any action taken by you or any Authorized User relating to use of the Software that violates this Agreement.
    6. Mitigation for Infringement Claims. If the Software is, or in our opinion is likely to be, the subject of an Infringement Claim, or if your, your Affiliated Property’s or any Authorized User’s use of the Software is enjoined or threatened to be enjoined, we will, at our option and our sole cost and expense: (i) obtain the right for you to continue to use the allegedly infringing Software as contemplated by this Agreement, (ii) modify or replace the allegedly infringing Software to make such Software (as so modified or replaced) non-infringing, without causing a material loss of features or functionality, or (iii) if the remedies in clauses (i) and (ii) are not feasible within commercially reasonable standards, then we may terminate this Agreement upon written notice and without any liability to you and we will promptly provide a Refund of Fees.
    7. Sole Remedy. THIS SECTION 13 SETS FORTH YOUR SOLE AND EXLCUSIVE REMEDIES AND OUR SOLE AND EXCLUSIVE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED OR ALLEGED CLAIMS THAT THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF (INCLUDING THE SOFTWARE, DOCUMENTATION OR ANY OTHER INN-FLOW IP) INFRINGES, MISAPPROPRIATES OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
    8. Indemnification Procedures. If a party reasonably believes it is entitled to indemnification under this Agreement, such party (the “Indemnified Party”) promptly must give the other party (the “Indemnifying Party”) written notice of the claim of indemnification, provided that an Indemnified Party’s failure to notify the Indemnifying Party will not diminish the Indemnifying Party’s indemnification obligations except to the extent the Indemnifying Party is materially prejudiced as a result of such failure.  Any such notice shall set forth in reasonable detail the facts, circumstances and basis of the applicable Claim.  Upon receipt of notice of the assertion of a Claim, the Indemnifying Party will have the right to control the defense or settlement of the matter at its own expense and with counsel of its choice, provided that the Indemnifying Party shall not enter into any settlement of the relevant Claim without written consent of the Indemnified Party (not to be unreasonably withheld).  The Indemnified Party must cooperate reasonably with the Indemnifying Party, at the Indemnifying Party’s expense, to facilitate the defense, compromise or settlement of any Claims.  The Indemnified Party may employ separate counsel and participate in any indemnified Claim, but the fees and expenses of such counsel will be at the expense of the Indemnified Party.
14. Limitation of Remedies; Exclusion of Damages. IN NO EVENT WILL WE BE LIABLE TO YOU, YOUR AFFILIATED PROPERTIES, YOUR AUTHORIZED USERS OR TO ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND OR NATURE (INCLUDING, FOR THE AVOIDANCE OF DOUBT, DIRECT DAMAGES) IN EXCESS OF THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO US UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING YOUR FIRST CLAIM AGAINST US HEREUNDER. ADDITIONALLY, UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF SAVINGS, LOSS OF BUSINESS OPPORTUNITIES, OR FOR CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER ARISING.  THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) TO ALL CLAIMS IN THE AGGREGATE ARISING UNDER OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER OF THIS AGREEMENT; (C) REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UNDER WHICH THE CLAIM ARISES, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, STRICT LIABILITY, OR OTHERWISE; (D) REGARDLESS OF WHETHER SUCH DAMAGES ARE FORESEEABLE OR IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES; AND (E) REGARDLESS OF IF THE REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.  THE FOREGOING LIMITATIONS OF LIABILITY SET AN AGGREGATE LIMIT AND WILL NOT BE INCREASED BY THE EXISTANCE OF MORE THAN ONE CLAIM.  THE DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT ARE FUNDAMENTAL PARTS OF THE BASIS OF INN-FLOW’S BARGAIN HEREUNDER, AND YOU ACKNOWLEDGE THAT SUCH PROVISIONS REPRESENT A REASONABLE ALLOCATION OF RISK.
15. Miscellaneous.
    1. Entire Agreement. This Agreement and your Order together constitute the entire agreement between the parties on the subject matter hereof, and supersede all prior negotiations, understandings or agreements (oral or written) and all past dealing or industry custom.
    2. Amendment, Severability and Waiver. Except as expressly set forth in Section 2 above, no change, consent or waiver under this Agreement will be effective unless in writing and signed by the party against which enforcement is sought.  Any delay or failure of either party to enforce its rights, powers or privileges under this Agreement, at any time or for any period, will not be construed as a waiver of such rights, powers and privileges, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy.  If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
    3. Governing Law and Venue. This Agreement will be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflicts of law provisions.  The sole and exclusive jurisdiction and venue for actions related to this Agreement will be the state or federal courts located in Wake County, North Carolina, and both parties consent to the exclusive jurisdiction of such courts with respect to any such action and to the jurisdiction of such courts over their persons.
    4. Notices. All notices under this Agreement must be in writing and may be delivered by electronic mail, certified or registered mail, overnight courier, or personal delivery, in each case to the address or e-mail address specified in your Order.
    5. Assignment. Neither party may assign or otherwise transfer this Agreement without the prior written consent of the other party; provided that either party may assign this Agreement in its entirety without the other party’s consent to its affiliates or to an entity that acquires all or substantially all of the business or assets of such party to which this Agreement pertains, whether by merger, reorganization, acquisition, sale or otherwise.  This Agreement will be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties.
    6. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer on any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
    7. Relationship of the Parties. The relationship between the parties is that of independent contracting parties.  Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party will have authority to contract for or bind the other party in any manner whatsoever.
    8. Force Majeure. Neither party will be liable for any delays or non-performance of its obligations arising out of court orders or actions or decrees of governmental authorities following the first date you accept this Agreement, criminal acts of third parties, Internet or telecommunication failures not caused by a party, problems with equipment or software provided by other parties, earthquakes, flood, and other natural disasters, war, terrorism, acts of God, or fire, or other similar causes not within such party’s reasonable control (each, a “Force Majeure Event”).  In the event of any failure or delay caused by a Force Majeure Event, the affected party shall give prompt written notice to the other party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.  Either party may terminate this Agreement if a Force Majeure Event affecting the other party continues substantially uninterrupted for a period of thirty (30) days or more.
    9. Equitable Remedies. Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section b (Limitations and Restrictions) or Section 7 (Confidentiality) of this Agreement may cause the other party irreparable harm for which monetary damages alone would not be an adequate remedy and that, in the event of such breach or threatened breach, the other party will be entitled to seek equitable relief, including in a restraining order, an injunction, specific performance and any other relief that may be available from any court of competent jurisdiction, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy.  Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
    10. Conflict in Terms. If there is a conflict between this Agreement and your Order, the terms of the Order shall govern the provision of the Software or the Services involved; provided, however, that nothing in your Order may modify or supersede anything in Sections b (Limitations and Restrictions), 10 (Ownership and Intellectual Property Rights), 12 (Representations and Warranties), 13 (Indemnification), 14 (Limitation of Liability), or 15 (Miscellaneous) of this Agreement unless an express cross-reference is made to the relevant provision of this Agreement in the Order and the parties have expressly agreed in the Order to modify or alter the relevant provision of this Agreement.  Your purchase orders (or similar documents) will be accepted by Inn-Flow for accounting convenience only; no terms or conditions contained in any purchase order (or similar document) shared between the parties in connection with billing and invoicing matters under this Agreement will amend this Agreement or otherwise constitute an agreement between the parties.
    11. Counterparts. The Order may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.  A signed copy of the Order delivered by facsimile, e-mail or other electronic means is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
16. Other Definitions. Capitalized and other terms that are used in this Agreement have the meanings described below:

“Affiliated Property” means an individual business location or property (such as a particular hotel, motel or other temporary lodging venue property) (i) that you either own or control directly or that you manage under contract on behalf of the property owner, (ii) that is identified and tracked under your Order, and (iii) for which you have paid the applicable Fees under your Order and in accordance with Section 9 above.

“Authorized User” means your employees or agents or those of your Affiliated Properties, in each case who have registered to use the Software by and through your account, to whom we have provided access codes to log in to the Software, and for whom you have paid all applicable Fees under your Order.

“Claim” means any investigation by a governmental body, claim, suit, action or proceeding.

“Documentation” means the then-current online, electronic and written user documentation and guides we make available to you, your Authorized Users and other paid subscribers to our Software which describe the functionality, components, features or requirements of the Software, as we may update from time to time in our discretion.

“Harmful Code” means any software, hardware or other technology, device or means, including any virus, worm, malware or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort or otherwise harm or impede in any manner any (a) computer, software, firmware, hardware, system or network or (b) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data processed thereby.

“Loss” means any and all losses, damages, liabilities, deficiencies, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification and the cost of pursuing any insurance providers.

“Order” means the Order executed by you and us that references this Agreement, and which forms a part of and is incorporated into this Agreement by reference for all purposes.  For clarity, an Order could be an order form that is manually or electronically signed, an online order purchase confirmation page, check-out page or similar ordering webpage or landing page online, or another written document presented and offered to you by us and confirmed or otherwise accepted by you, whether in writing or electronically—provided that in each case it incorporates this Agreement by reference.

“Permitted Use” means to support the operations of one or more Affiliated Properties, in each case for your own (or your Affiliated Property’s) benefit and for your own (or your Affiliated Property’s) internal business purposes in the ordinary course of such business (and not on behalf of, for the benefit of or as a service to any third party).

“Your Data” means information, data, records or other materials of or about you, your Affiliated Property or your Authorized User that are either (i) uploaded or created directly by you, your Affiliated Property or an Authorized User by, in or through the Software for the purposes of being stored or otherwise processed for your Permitted Use of the Software, or (ii) uploaded or shared by you, your Affiliated Property or an Authorized User via a File Transfer Protocol (FTP) site, other document-sharing service or e-mail for purposes of facilitating our provision of Support Services, Onboarding Services or other Services to you.  For clarify, Your Data does not include any Usage Data, Deidentified Customer Data or Feedback.

Appendix 1

Service-Specific Terms: Accounting

If and to the extent your Order provides for a subscription to the Accounting Module, you are permitted to access and use that Module for the Permitted Use and subject to the following Service-Specific Terms set forth in this Appendix 1:

A1–1.   Important Disclaimers.  You understand, acknowledge and agree that:

(i)        the output of Inn-Flow’s Software and Services is dependent upon the completeness, accuracy, timeliness, integrity and other quality elements of Your Data submitted to or through the Software and Services;

(ii)       Inn-Flow bears no responsibility or liability to you or any other person or entity for inaccurate outputs resulting from improper setup or configuration of the Software by you or any of your Authorized Users or resulting from Your Data that is incomplete, inaccurate, not timely, lacking integrity or otherwise of poor quality;

(iii)      consistent with Section 12.g of the Agreement, the Accounting Module is a software tool and not an accounting service, and any outputs do not constitute financial, tax or accounting advice;

(iv)      while Inn-Flow may as part of its Onboarding Services assist with initial setup of accounts on the Software, you are (and Inn-Flow is not in any way) responsible for the ongoing completeness, accuracy and integrity of your (and each Affiliated Property’s) chart of accounts, entity configurations, transaction code mappings, and the like, including (without limitation) as to any post-onboarding changes or corrections—excluding only with respect to any Bookkeeping Services that we have expressly agreed to provide to you in connection with any such Services you may have ordered and paid for associated with our Bookkeeping Module (and as described in your Order);

(v)        Reports generated through the Accounting Module are based on Your Data entered into the Software or otherwise provided to us as part of the Services, and are not independently verified or certified by Inn-Flow—again, excluding only with respect to any Bookkeeping Services that we have expressly agreed to provide to you in connection with any such Services you may have ordered and paid for associated with our Bookkeeping Module (and as described in your Order);

(vi)      You are (and Inn-Flow is not in any way) responsible for reconciling the Software’s outputs against your own bank statements, PMS reports, and other source records, and, even with any Bookkeeping Services that you may have ordered, you are (and Inn-Flow is not in any way) responsible for final sign-off on any and all outputs;

(vii)     consistent with Section 4.e of the Agreement, Inn-Flow is not responsible for the accuracy, completeness or integrity of any data received by third-party PMS systems (which are “Third-Party Systems” as defined and described in the Agreement); and

(viii)    You are (and Inn-Flow is not in any way) responsible for ensuring your use of the Accounting Module complies with all applicable accounting standards, tax laws and regulatory requirements (e.g., GAAP, USALI, state/local tax obligations, etc.).

A1–2.   Fees for Historical Data Exports.  Inn-Flow reserves the right to charge additional fees, on a time and materials basis at Inn-Flow’s then-current standard hourly rates for professional services, for any bulk exports of Your Data upon subscription expiration or termination to the extent such bulk exports exceed or deviate from the Software’s base capabilities.

Appendix 2

Service-Specific Terms: Bookkeeping

If and to the extent your Order provides for a subscription to the Bookkeeping Module, you are permitted to access and use that Module for the Permitted Use and subject to the following Service-Specific Terms set forth in this Appendix 2:

A2–1.   Description of Available Bookkeeping Services.  Inn-Flow offers the following bookkeeping services on a monthly subscription basis.  These four services are sold as a bundle referred to as Foundational Bookkeeping.  All services will be performed in a professional manner consistent with industry standards and in a timely manner.

• Daily Activity Entry (Daily)
  • Comprehensive completion of all sections of Daily Activity Entry using Property Management System (PMS) report activity.
  • Review and mapping of new transaction codes to the correct Chart of Accounts (COA).
  • Reconciliation of discrepancies from the PMS and notification to the client of any unreconciled transactions.
  • Completion of the night audit checklist and marking of the final daily approval.
• Invoice and Credit Card Entry (Daily)
  • Review & enter uploaded invoices and credit card receipts based on COA guidelines & customer guidance
  • Highlight missing, duplicate or unclear information
  • Process all invoices for customer approval and payment
• Cash Management
  • Payroll Import (Weekly or Bi-Weekly, based on Payroll Frequency)
  • Bank Reconciliation
  • Credit Card Reconciliation
• Preliminary Operating Statement Review
  • Preliminary Operating Statement Review (Monthly)
  • Validate identified expenses
  • Reclassification Entries
  • Year-end Adjusting Journal Entries as instructed by customer

 

A2–2.   Your Responsibilities.   You acknowledge and agree that our obligation to perform any bookkeeping Services is subject to and conditioned on your accurate provision of relevant information and your timely performance of each of the following responsibilities required for us to perform our Services:

 

(i)         You agree to provide Inn-Flow with access to all necessary financial records, including bank statements, invoices, receipts, payroll information and other relevant documents as required to perform the contracted Services.

 

(A)       You agree to provide electronic integration of all Bank and CC Accounts via PLAID.

 

(B)       If PLAID access is not possible, you agree to provide Inn-Flow with read-only access to relevant bank accounts and credit card merchants as required to perform the contracted Services.

 

(C)       If you are unable to provide electronic and/or read-only access to accounts, you acknowledge your obligation to expedite statement delivery at the close of accounting periods and that any delay in availability of statements will directly impact timing of Inn-Flow’s delivery of month-end financial results.

 

(ii)        You agree to provide the preferred hotel and chart of accounts to be used for recording vendor expenses.

 

(iii)       You agree to promptly respond to any requests for information or clarification from Inn-Flow to facilitate the provision of Services.

 

You acknowledge and agree that any delay in the delivery of necessary information, including but not limited to, revenue reports, bank statements, invoices or delayed responses to any inquiry made by the Inn-Flow will directly impact Inn-Flow’s ability to deliver the Services, and Inn-Flow shall not be responsible or liable to you for any delays in or inability to perform the Services resulting from any of the foregoing delays by you.

 

A2-3.    Communication.

 

(i)         You and Inn-Flow will maintain regular communication to discuss any issues, updates, or changes related to the provision of bookkeeping Services.

 

(ii)        You will designate a primary contact person who will serve as the main point of communication with Inn-Flow.

 

A2-4    Additional Services.  Inn-Flow may offer additional bookkeeping Services beyond those specified in your Order and this Agreement upon mutual agreement between you and Inn-Flow.  Any additional Services will be subject to separate terms and pricing.

 

Appendix 3

Service-Specific Terms: Labor

If and to the extent your Order provides for a subscription to the Labor Module, you are permitted to access and use that Module for the Permitted Use and subject to the following Service-Specific Terms set forth in this Appendix 3:

 

A3–1.   Time Clock – Facial Recognition Features.  One optional feature offered in the Labor Module’s Time Clock tool is certain facial recognition technology utilized for verifying employee identity as they clock in and clock out.  For more information about this facial recognition technology and its collection and processing of employees’ personally-identifiable biometric data, please see our Inn-Flow Biometric Data Policy (the “Biometric Data Policy”).  If you choose to utilize the facial recognition features offered within Time Clock, then you acknowledge and agree that (i) employees will be presented with (and asked to consent to) the Biometric Data Policy the first time the employee logs in and registers to use these facial recognition features, (ii) in accordance with applicable laws, we cannot utilize any facial recognition features with a particular employee unless and until the employee consents to the Biometric Data Policy, and (iii) we will collect and process the employees’ personally-identifiable biometric data in accordance with the Biometric Data Policy.

 

A3–2.   Tablet-as-a-Service.  In conjunction with your use of the Labor Module’s Time Clock tool, and if so indicated on your Order, you may elect to receive certain Tablet-as-a-Service Services from us.  As part of these Services (in exchange for either an up-front fixed fee or a monthly recurring fee, as specified in your Order), we will (i) ship, mount and set up one or more tablet devices at one or more of your specified facilities or properties, (ii) provide you with the right to use the tablets in conjunction with your use of the Labor Module’s Time Clock tool, and (iii) manage and maintain the tablets’ integration with the Time Clock tool.  For clarity, title and ownership of all tablets remains with us (Inn-Flow) for the duration of your utilization of the Tablet-as-a-Service Services—the tablets are leased (not sold) to you.  You are permitted to use the tablets solely for the purpose of utilizing it in conjunction with the Time Clock tool.  You may not use the tablets for any other purpose without our written consent.  When your subscription to our Tablet-as-a-Service ends, whether as a result of the expiration or termination of this Agreement or otherwise, you must promptly return the tablet to us (at your cost and expense, unless otherwise agreed in writing by us).  If you fail to promptly return the tablet to us, we reserve the right to charge you (and you agree promptly to pay us) for the full cost of replacing the tablet.  If the tablet is damaged or malfunctions other than as a result of any acts or omissions of our employees or subcontractors, then you must bear all costs and expenses of repairing or replacing the tablet.

 

Appendix 4

Service-Specific Terms: Payroll

If and to the extent your Order provides for a subscription to the Payroll Module, you are permitted to access and use that Module for the Permitted Use and subject to the following Service-Specific Terms set forth in this Appendix 4:

A4–1.   Overview.  We provide payroll processing Services for Affiliated Property employees based on the schedule (weekly or bi-weekly) and subject to your payment of the applicable Fees set forth in your Order.  Such Services are supported by our subcontractor and regulated third party payroll partner, currently Check Technologies, Inc. or as may be updated by us from time to time in our discretion (the “Payroll Partner”), and subject to certain additional terms and conditions set forth by the Payroll Partner as identified and described below.  To the extent of any conflict between this Appendix 4 and the main body of the Agreement, the terms and conditions of this Appendix 4 shall govern and control.

A4–2.   Service Description.

(a)        The Inn-Flow Payroll Module provides an integrated payroll processing service allowing customers to provision pay schedules, then manage all associated payroll processing tasks including payroll initiation, payroll review and processing of regularly-scheduled and supplemental payroll runs.

(b)        The Inn-Flow Payroll Module includes wage calculation, wage payment processing and payroll tax preparation – including federal, state, and local tax remittance and year-end processing where applicable.

(c)        Fees for the Inn-Flow Payroll Module are invoiced monthly.  Charges included on a monthly invoice will include (but not be limited to) the following:

(i)        Property Fee (x1)

(ii)       Employee Fee (x Max number of employees paid during the month)

(iii)      Ancillary services fees, as applicable (e.g., Onboarding Fee, Incorrect Deposit Account Number Processing Fee, W2 print/ship fee, etc.).  See “Payroll Pricing” section of your Hotel Products and Services Order for the then-current list pricing for such ancillary services and associated fees.  Inn-Flow reserves the right to update or change these ancillary services fees and charges at any time in its discretion as necessary to reflect updates or changes to its own costs for such ancillary services fees and charges.

(d)        The Inn-Flow Payroll Module leverages the Payroll Partner, among other things to perform wage calculations, money movement and tax filings associated with payroll processing.

(e)        Neither Inn-Flow nor the Payroll Partner provide legal, tax, accounting or compliance advice.

(f)        Payroll deposits are made on the third business day after a customer payroll is released for payment within the Inn-Flow Payroll Module—unless otherwise agreed in writing with Inn-Flow and the Payroll Partner (and subject to credit analysis, in part in accordance with the Check Credit Terms (as defined below), and payment of additional Fees).

(g)        Failure to finalize and submit your payroll by 3:00 p.m. Eastern Time, three business days prior to your expected pay date, will result in payment delays.

(h)        You must be subscribed to Inn-Flow’s Labor Module in order to obtain a subscription to access and use the Inn-Flow Payroll Module.

A4–2.   Payroll Service Terms.

(a)        Effective Date & Onboarding Requirements.

(i)        A First Pay Date will be committed only after all onboarding deliverables are provided and certified complete by Inn-Flow onboarding team.

(ii)       You must provide all onboarding deliverables that are required to complete the onboarding process, including: employer and employee data, historical payroll records, bank authorization forms, Tax accounts and all other requested set-up information.

(iii)      Inn-Flow reviews the Onboarding Deliverables for completeness and may require corrections if incomplete.

(iv)      You are responsible for providing payroll for all employees—directly yourself or through another third party service provider you have engaged, separate and apart from the Inn-Flow Software, Payroll Module and/or Services under this Agreement—until the First Pay Date is committed by Inn-Flow.

(v)        Customer Onboarding fees described in the Order will be assessed on the first customer invoice.

(b)        Inn-Flow Responsibilities.  As part of providing its Payroll Module, Inn-Flow shall:

(i)        Enable you to import to the Payroll Module Your Data that you have separately submitted to Inn-Flow’s Labor Module.  This includes, but is not limited to, employee name, SSN, hours worked, pay rates, bonus, commission, overtime, sick leave, vacation, personal time taken, voluntary deductions, and all pertinent data necessary for the preparation and processing of a complete and accurate business payroll.

(ii)       Use the information supplied by you to facilitate payroll calculations, tax filings, and wage payments.

(iii)      At intervals directed by you and/or established by state and federal tax authorities, Inn-Flow, through its Payroll Partner, will prepare and process federal unemployment tax deposits and file the federal payroll tax return and state unemployment insurance returns.

(iv)      Notify you of payroll issues such as payment failures, reversals, or tax inquiries and provide customer support to assist with resolution of such matters.

(v)        Annually, Inn-Flow will prepare all compliance forms including the federal and state withholding and unemployment tax returns, employee W-2s, and W-3 transmittals.

(A)       W-2s for all of your enrolled employees will be exposed electronically within the Payroll Module application during the month of January.

(B)       Employees have the option of selecting to receive their W-2 electronically.  When selected, the employee’s W-2 will only be delivered electronically through the Payroll Module application.

(C)       Employees that have not elected electronic W-2 delivery by December 1^st of each year will have a copy printed and mailed in January.  In this case, the following additional terms apply:

(1)        On an annual basis, Inn-Flow will print and mail completed Forms W-2 direct to the mailing address on file for each Eligible Employee (as defined below). An “Eligible Employee” is your employee or an employee of an Affiliated Property for which all necessary payroll data has been processed by Inn-Flow.

(2)        For each employee receiving a W-2 using Inn-Flow’s print and mail service, we will charge the Fees set forth in your Order.  The accrued fees will be invoiced to you when the W-2s for all Affiliated Properties are processed and delivered to USPS.

(b)        Customer Responsibilities.  As part of receiving the Payroll Module, the following customer responsibilities apply:

(i)        You are responsible for administering payroll prior to the First Pay Date committed by Inn-Flow.  A First Pay Date will not be committed until required onboarding deliverables are provided.

(ii)       You agree to provide requested onboarding information on a timely basis, including accurate employer, employee, and historical payroll data, Tax IDs and Account Information, authorization forms and any other information required by Inn-Flow or its Payroll Partner to complete the work outlined in this engagement.

(iii)      Additionally, you agree to provide all requested payroll data (including, without limitation, data regarding wages, hours worked, location of services, and all other payroll-related information relevant to the Payroll Module) in a complete, accurate and timely manner, as required to facilitate processing payroll payments and associated payments to relevant taxing authorities.  If any of this data changes or is updated, you agree to promptly provide the additional or updated information.  You understand, acknowledge and agree that information provided by you under this and the prior paragraph will be used by us and the Payroll Partner without verification as to its completeness or accuracy, and that Inn-Flow and the Payroll Partner will be relying solely on the accuracy, completeness and timeliness of the information.

(iv)      You will be required to complete and return to Inn-Flow (or directly to the Payroll Partner) all necessary documentation as shall be reasonably necessary to authorize and designate the Payroll Partner to withdraw payroll and tax amounts and remit payments on your behalf and designate the Payroll Partner as your agent or third-party administrator for purposes of calculating and remitting taxes to the Internal Revenue Service and to any other taxing authority.

(v)        You acknowledge that delays or inaccuracies in the data provided by you may affect payroll processing and tax filing timelines resulting in fees or penalties associated with late payments.

(vi)      You must ensure that all new employees and changes to existing employees are made directly within the user interface pages provided within the Inn-Flow Payroll Module application.

(vii)     You must review and export employee timecard information from the Labor Module to initiate a payroll process.

(viii)    You must ensure adequate funds are available to cover the payroll amount before a payroll is released for payment.  Returned or rejected debits will halt payroll until resolved.

(A)       In the event of an insufficient funds (“NSF”) situation, you will be immediately notified within the Inn-Flow Payroll Module application, and the payroll process will stop.

(B)       The payroll must be fully funded in order to release direct deposits and/or live checks.

(C)       We may suspend your access to and use of the Payroll Module and related services immediately and without prior notice to you if and to the extent you have unfunded payroll or tax obligations.

(ix)      For employees receiving live paychecks (i.e., as opposed to direct deposits), once the payroll has been approved and processed you will be required to access, print and distribute these payment documents. You are responsible for testing and adjusting printer settings to confirm the MICR line and other features of the checks printed in their proper location on the blank check stock.  If checks are printed improperly, they may be denied by vendors and financial institutions.

(x)        You are required to cooperate with compliance reviews, fraud investigations, suspicious activity reviews, government requests and correction workflows.  You agree to provide all information reasonably requested by Inn-Flow or the Payroll Partner (A) related to anti-fraud, anti-money laundering and U.S. government sanctions checks and analysis, (B) to allow Inn-Flow and/or the Payroll Partner to satisfy their respective due diligence, “know your customer” or similar obligations in accordance with applicable laws, and (C) to complete risk and credit analysis.  You acknowledge that Inn-Flow and its Payroll Partner have sole discretion to permit you to use the Payroll Module in light of exercising their respective reasonable discretion in relation to the foregoing anti-fraud, anti-money laundering, U.S. government sanctions, other legal due diligence and risk and credit analysis matters, and such compliance and due diligence checks must be completed prior to Inn-Flow or the Payroll Partner providing any services or any portion of the Payroll Module hereunder.  In addition to any other rights that may be set forth in the Agreement, Inn-Flow and the Payroll Partner reserve the right to, in their respective reasonable discretion, elect not to provide the Payroll Module, or immediately suspend provision of the Payroll Module, and any related services to you or any other employer, with notice within a reasonable time after such election or suspension, in the event that Inn-Flow and/or the Payroll Partner reasonably determines that continued provision of the Payroll Module violates or would be reasonably expected to violate any applicable laws or create substantial legal, financial or fraud-related risk to Inn-Flow or the Payroll Partner.

(xi)      You are required to maintain all required Payroll-Related Tax Accounts and Authorizations, including all employee consent and tax forms.  You must provide to your employees and other personnel all disclosures, and obtain form your employees and other personnel all written authorizations, as are required by applicable laws, including but not limited to all payments laws and data privacy laws, in connection with enrolling in and using the payroll processing and tax filing services contemplated here, and, upon our reasonable request, provide us with evidence of such disclosures and authorizations, reflecting the date, time and content of the disclosure and/or authorization.

(xii)     You must cooperate with Inn-Flow and the Payroll Partner (and any other third parties upon the request of either of the foregoing) upon any request related to fraud or illegality by you or one of your employees or personnel, your failure to provide sufficient payroll or tax funds, recovery of funds erroneously issued or transferred to any payee or credited to any payee’s account, or to remedy any other errors occurring due to fraud, mistake or erroneous or changed payment information.

(xiii)    You must implement secure access controls to prevent unauthorized user access to the Inn-Flow Payroll Module application and report any unauthorized access.

To the extent Inn-Flow or the Payroll Partner are prevented from performing particular portions of their provision of the Payroll Module and related services due to your failure to fulfill (or ensure your employees and personnel fulfill) the responsibilities set forth in this Section A4–2(b), then Inn-Flow and the Payroll Partner will be relieved of their respective obligations to provide the affected portions of the Payroll Module or perform the affected portions of the related services unless and until you do (or unless and until you cause your employees or personnel to) fulfill the applicable responsibilities.

A4–3.   Service Limitations.  You understand, acknowledge and agree with the following:

(a)        Service may be suspended if you provide incomplete or inaccurate data.

(b)        Service may pause if funds are insufficient.

(c)        Incorrect bank information may delay payroll.

(d)        Fraud, compliance or security issues may impact processing.

(e)        Onboarding must be complete before payroll can begin.

(f)        Inn-Flow and/or the Payroll Partner may refuse to onboard you to the Payroll Module if data you have provided will lead to one or more inaccurate or unfileable tax returns.

A4–4   Effect of Termination.

(a)        Upon expiration or termination of your subscription to the Payroll Module (including, but not limited to, as a result of the expiration or termination of the Agreement generally), you remain responsible for outstanding payroll or tax obligations.

(b)        Inn-Flow may continue quarter-end or year-end filings either (i) where legally required to do so, or (ii) when it has otherwise separately agreed to do so in writing (and subject to your payment of associated Fees).

(c)        Fees will continue to accrue, become due and be payable during any required wind-down period for payroll filings.

(d)        Notwithstanding anything to the contrary in the Agreement, Inn-Flow (and/or its Payroll Partner) may retain Your Data for a reasonable period of time, as determined in their respective reasonable discretion: (i) in conformity with their respective data retention policies, (ii) where retention is required by applicable laws and regulations, (iii) in furtherance of facilitating your transition to another payroll provider, and (iv) as required for Inn-Flow to meet any quarter-end and year-end tax filing obligations on your behalf.

A4–5   Incorporation of Payroll Partner Terms By Reference.  The following terms and conditions of the Payroll Partner are incorporated here, by reference, as if set forth fully herein.  These terms set additional usage limits, restrictions, conditions and parameters relevant to Inn-Flow’s provision of the Payroll Module and related Services to you.  By accepting and agreeing to this Agreement, you also accept and agree to these additional terms and conditions:

(a)        Check Payroll User Service Terms, available online at: https://www.checkhq.com/company/employerterms (where you are “You” or “the Company” under such terms).

(b)        Check Credit Policies, available online at: https://help.checkhq.com/payments–risk/4Msp39koQmy8fT3WaaFd3Q/credit-policies/4CX7hKFYoFxVdhpt8VR8Rq (where you are an “Employer” under such terms).

Additionally, portions of the services provided by the Payroll Partner are powered by services offered by Plaid, Inc. (“Plaid”).  In connection with such services, you understand, acknowledge and agree that personal data of your employees and other personnel may be collected, stored and processed in accordance with Plaid’s privacy policy: https://plaid.com/legal/#end-user-privacy-policy.  You must provide all notices to and obtain all consents from your employees and other personnel as required by applicable law in connection with Plaid’s use of personal data in this manner.

A4–5.   Indemnification.  You will indemnify, defend and hold harmless Inn-Flow (including its affiliates) and the Payroll Partner (including its affiliates) and their respective officers, directors, employees, agents, successors and assigns from and against any and all loss, damage, liability and expense arising from any claims brought by a third party or investigations initiated against any such indemnified party by a governmental agency or regulator (x) alleging or investigating a violation of law by such indemnified party to the extent the alleged violation was caused by your (or your employee’s or other personnel’s) failure to fulfill the responsibilities in this Section A4–2(b), (y) resulting from missed, delayed or inaccurate payments to employees or other personnel or tax authorities resulting from Inn-Flow’s or the Payroll Partner’s use of or reliance on information or data furnished by you, your employees or your personnel, and (z) resulting from your or your employee’s or personnel’s access to or use of the Payroll Module or related services inconsistent with our (or our Payroll Partner’s) requirements or instructions.

Appendix 5

Service-Specific Terms: Facilities Management

If and to the extent your Order provides for a subscription to the Facilities Management Module, you are permitted to access and use that Module for the Permitted Use and subject to the following Service-Specific Terms set forth in this Appendix 5:

• No additional terms.