TERMS OF SERVICE AGREEMENT
1.1 Inn-Flow Corporation, the originator and provider of the Web-Based Services, and you.
1.2 All references to “Inn-Flow”, “we”, “us”, and “our” shall be construed to mean Inn-Flow Corp.
1.3 If you are not acting on behalf of yourself as an individual, then “you”, “your”, and “yourself” means your company or organization or the person you are representing.
2.1 This Agreement between you and Inn-Flow consists of this Terms of Service Agreement. Subject to: (i) you paying the fees and other charges owed to the Inn-Flow as set forth in your SaaS subscription agreement with Inn-Flow (“Subscription Agreement”), if applicable, and (ii) these Terms of Service, we grant to you a nonexclusive, nontransferable, nonsublicensable right to use the Web-Based Services during the subscription term solely for your internal business operations. To these Terms of Service conflict with the Subscription Agreement, the Subscription Agreement shall control.
2.3 This Agreement shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products, and/or services which are similar to those provided under this Agreement.
3. Modification of Agreement.
We reserve the right to modify this Terms of Service at any time by posting an amended Terms of Service that is accessible through links placed on one of the Web-Based Services or login pages and/or by giving you prior notice of a modification. You should check this Agreement periodically for modifications by scrolling to the bottom of this page for the effective date of the Terms of Service. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED USE OF THIS SITE FOLLOWING OUR POSTING OF AN AMENDED AGREEMENT OR PROVIDING YOU NOTICE OF A MODIFICATION WILL CONSTITUTE BINDING ACCEPTANCE.
Web-Based Services are not available to minors under the age of 18 years of age (or the age of majority in the jurisdiction in which they reside) and any user that has been suspended or removed from the system. By using our services, you agree to be legally and financially responsible for your account and to comply with all stated terms posted here and anywhere on the site. Account access may be suspended or terminated at any time, at our sole discretion.
5. Web-Based Services.
“Web-Based Services” consist of a hotel management software platform that permits subscribed users to perform certain back office management and accounting functions in the operation and management of hotels.
6. Use and Restrictions.
Subject to the terms and conditions of this Agreement, you may access and use the Web-Based Services only through the login credentials provided to you, but only for your own internal purposes. All rights not expressly granted in this Agreement are reserved by us.
6.1 You will be granted authorized login credentials for the Web-Based Services, and you agree not to use the Web-Based Services in excess of your authorized login credentials. You agree not to access (or attempt to access) the Web-Based Services by any means other than through the login credentials we provide. You agree not to access (or attempt to access) the Web-Based Services through any automated means (including use of scripts or web crawlers).
6.2 You are not authorized to (i) resell, sublicense, transfer, assign, or distribute the Web-Based Services or content; (ii) modify or make derivative works based upon the Web-Based Services or content; (iii) “frame” or “mirror” the Web-Based Services or content on any other server or Internet-enabled device, or (iv) reverse engineer, decompile the Web-Based Services or their enabling software for any purpose.
6.3 You agree to comply with all applicable laws and regulations with respect to your use of the Web-Based Services, including but not limited to:
- You will not offer or disseminate fraudulent goods, services, schemes, or promotions, or engage in any unfair deceptive act or practice.
- You will not infringe on any party’s copyright, patent, trademark, or other intellectual property rights.
- You will be responsible for ensuring materials do not violate or infringe upon any laws.
You understand and agree that you are solely responsible for the content and materials that you develop through your use of the Web-Based Services. All content provided in your use of the Web-Based Services is your sole responsibility, you agree that you must evaluate and bear all risk associated with the provision of such content, and you agree to indemnify and hold harmless Inn-Flow for any loss, costs or damages relating thereto. By using the Web-Based Services you are agreeing that you are solely responsible and liable for all content that you submit as part of your use of the Web-Based Services.
6.4 You agree not to access all or any part of the Web-Based Services in order to build a product or service which competes with the Web-Based Services. You agree not to use the Web-Based Services to provide services to third parties. The rights granted to you are granted to you only.
6.5 You shall provide us with all necessary cooperation in relation to this Agreement and all necessary access to such information as may be required by the Inn-Flow to implement and operate the software platform. You will ensure that you and your authorized end-users use the Web-Based Services in accordance with these Terms of Service and you shall be responsible for any authorized end-users breach of this Agreement.
7. Inquiries Regarding Web-Based Services.
You agree to make all inquiries regarding the Web-Based Services and technical support directly to us at email@example.com.
The software and technology used by us to generate and provide the Web-Based Services is protected by law, including, but not limited to, United States copyright law, trademark law and international treaties. The copyrights, trademarks and other intellectual property rights in this material are owned by us. Except for the limited rights granted herein, all other rights are reserved. You acknowledge that the Web-Based Services and their platform remain under development by us and are expected to evolve over time. We retain the right to modify, update and/or upgrade the Web-Based Services and their platform during your period of use.
You agree that we may terminate your account and access to the Web-Based Services for cause without prior notice, upon the occurrence of any one of the following: (i) any material breach of this Agreement, or (ii) requests by law enforcement or other government agencies. Termination of your account includes (i) removal of access to all Web-Based Services, and (ii) deletion of your login credentials. Further, you agree that all terminations shall be made in our sole discretion, and that we will not be liable to you or any third-party for any termination of your account or access to Web-Based Services.
10. Your Account-Related Responsibilities.
You are responsible for maintaining the confidentiality of your login credentials, and any additional information that we may provide regarding accessing the Web-Based Services. If you knowingly share your login credentials with another person who is not authorized to use the Web-Based Services, this Agreement is subject to termination for cause. You agree to immediately notify us of any unauthorized use of your login credentials or any other breach of security.
11. Warranty Disclaimers.
EXCEPT AS MAY BE PROVIDED IN ANY SEPARATE WRITTEN AGREEMENTS SIGNED BY THE PARTIES, THE WEB-BASED SERVICES ARE PROVIDED “AS-IS” AND “AS AVAILABLE”, AND WE DO NOT MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE WEB-BASED SERVICES. INN-FLOW SPECIFICALLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE WEB-BASED SERVICES, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, COMPLETENESS, TIMELINESS, CORRECTNESS, NON-INFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE. INN-FLOW DOES NOT REPRESENT OR WARRANT THAT THE WEB-BASED SERVICES: (A) WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (C) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THESE DISCLAIMERS CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. IF IMPLIED WARRANTIES MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW, THEN ANY IMPLIED WARRANTIES ARE LIMIED IN DURATION TO THE PERIOD REQUIRED BY APPLICABLE LAW.
12. Limitation of Liability.
IN NO EVENT SHALL INN-FLOW BE LIABLE TO ANYONE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE WEB-BASED SERVICES, INCLUDING WITHOUT LIMITATION THE USE OR INABILITY TO USE THE WEB-BASED SERVICES, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE WEB-BASED SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You will indemnify, defend and hold harmless Inn-Flow and its managers, officers, members, employees and other customers and agents and its and their respective successors, heirs and assigns (the “Indemnified Parties”) against any liability, damage, loss or expense (including reasonable attorneys’ fees and costs) incurred by the Indemnified Parties in connection with any third-party claim, suit, action demand or judgment arising out of or relating to your use of the Web-Based Services.
14. Confidential Information.
You agree that all non-public information that we provide regarding the Web-Based Services, including without limitation, our pricing, marketing methodology, and business processes, is our proprietary confidential information. You agree to use this confidential information only for purposes of exercising your rights as our subscriber while in strict compliance with this Agreement, and you further agree not to use or disclose this confidential information after termination as our customer.
15. Registration Data and Customer Data.
Registration is required for you to establish an account for use of the Web-Based Services. You agree (i) to provide certain current, complete, and accurate information about you as prompted to do so during our implementation process (“Registration Data”), and (ii) to maintain and update such Registration Data as required to keep such information current, complete and accurate. You warrant that your Registration Data is and will continue to be accurate and current and that you are authorized to provide such Registration Data. You authorize us to verify your Registration Data at any time. If any Registration Data that you provide is untrue, inaccurate, not current or incomplete, we retain the right, in our sole discretion, to suspend or terminate rights to use your account.
To enable us to use information you supply us internally (including for data mining and analytics purposes and to create and use performance statistics) and to provide the Web-Based Services, and so that we are not violating any rights you might have in that information, you grant to us a nonexclusive license to (i) collect, process, store, use, generate and display the Registration Data, together with any related customer, billing or usage data generated through your use of Web-Based Services (“Customer Data”); (ii) convert such information into digital format such that it can be read, utilized and displayed by our computers or any other technology currently in existence or hereafter developed capable of utilizing digital information, and (iii) combine the information with other content provided to or by us in each case by any method or means or in any medium whether now known or hereafter devised. You shall own all rights, title and interest in and to all of the Registration Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Registration Data.
You shall be solely responsible for acquiring and maintaining technology and procedures for maintaining the security of your link to the Internet. As part of the Web-Based Services, we shall implement reasonable and appropriate security procedures consistent with prevailing industry standards to protect data from unauthorized access by physical and electronic intrusion; provided, however, unless resulting from the failure of Inn-Flow to perform the forgoing obligations, the parties agree that Inn-Flow shall 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, or (ii) where the data or transmissions are accessed through the exploitation of security gaps, weaknesses, or flaws unknown to Inn-Flow at the time. Inn-Flow will promptly report to you any unauthorized access to your data promptly upon discovery by Inn-Flow, and Inn-Flow will use diligent efforts to promptly remedy any breach of security that permitted such unauthorized access. In the event notification to persons included in your provided data is required, you shall be solely responsible for any and all such notifications at your expense.
We may give notice to you by means of (i) a general notice in your account information, (ii) by electronic mail to your e-mail address on record in your Registration Data, or (iii) by written communication sent by first class mail or pre-paid post to your address on record in your Registration Data. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or twelve (12) hours after sending (if sent by email). You may give notice to us (such notice shall be deemed given when received) at any time by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail as follows: Inn-Flow INC., at 5640 Dillard Drive, #300 Cary, NC 27518, addressed to the attention of Inn-Flow HR Director. Notices will not be effective unless sent in accordance with the above requirements.
18. Injunctive Relief.
You agree that any breach of any provision of this Terms of Service regarding confidentiality or protection of proprietary rights would constitute irreparable harm, and that the aggrieved party shall be entitled to specific performance and/or injunctive relief in addition to other remedies at law or in equity.
Except for actions to protect intellectual property rights and to enforce an arbitrator’s decision hereunder, all disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof shall be submitted to and finally resolved by arbitration under the rules of the American Arbitration Association (“AAA”) then in effect. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance with AAA rules. The arbitration shall be conducted by telephone or online. The arbitrator shall apply the laws of the State of North Carolina to all issues in dispute, except as to matters affecting copyrights, trademarks and patents for which U.S. federal law shall apply. The controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The findings of the arbitrator shall be final and binding on the parties, and may be entered in any court of competent jurisdiction for enforcement. Should either party file an action contrary to this provision, the other party may recover attorneys’ fees and costs.
20. Applicable Law; Jurisdiction and Venue.
This Agreement shall be construed under the laws of the State of North Carolina, without regard to its principles of conflicts of law. The courts of Wake County in the State of North Carolina and the nearest U.S. District Court in the State of North Carolina shall be the exclusive jurisdiction and venue for all legal proceedings that are not arbitrated under this Agreement.
If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be.
22. Force Majeure.
We shall not be liable for damages for any delay or failure of delivery arising out of causes beyond our reasonable control and without our fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures.
Those clauses the survival of which is necessary for the interpretation or enforcement of this Agreement shall continue in full force and effect in accordance with their terms notwithstanding the expiration or termination hereof, such clauses to include, without limitation, the following: Warranty Disclaimers, Limitation of Liability, Confidential Information, Security, Notices, Arbitration, Applicable Law, Jurisdiction and Venue, Severability, Force Majeure, and Miscellaneous.
This Agreement along with any applicable subscription agreement constitute the entire understanding of the parties with respect to the subject matter of this Agreement and merges all prior communications, understandings, and agreements. This Agreement may be modified only by a written agreement signed by the parties. The failure of either party to enforce at any time any of the provisions hereof shall not be a waiver of such provision, or any other provision, or of the right of such party thereafter to enforce any provision hereof.