1.1 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Service.
1.2 Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance to the industry standard.
2. RESTRICTIONS AND RESPONSIBILITIES
2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. The company grants the customer a non-exclusive permission to use it's software only while this agreement is valid and fees have been timely paid in accordance to this agreement.
2.2 Customer represents, covenants, and warrants that Customer will use the Service only in compliance with it's intent purpose, the Company’s guidance, if provided to customer (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Service, Company may do so and may prohibit any use of the Service it believes may be (or alleged to be) in violation of the foregoing. 2.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, 50MB internet connection, router with in maximum distance of 5 meters from the devices, wall plugs with maximum distance of 1 meter from the devices (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
3. CONFIDENTIALITY; PROPRIETARY RIGHTS
3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after one (1) year following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. .(f) CUSTOMER UNDERSTAND AND CONFIRM THE COMPANY WORKS WITH THIRD PARTY CUSTOMER SERVICE PROVIDERS WHICH ARE FREELANCERS (THE "Freelancers) AND NOT DIRECT EMPLOYESS OF THE COMPANY, THEREFORE COMPANY SHALL IN NO CASE BE HELD RESPONSIBLE FOR ANY MISUSE OR DISCLOSURE OF INFORMATION OR DATA BEING USED BY THE FREELANCERS.
3.2 Company shall own and retain all right, title and interest in and to (a) the Services and Software, all source code, improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.3 Notwithstanding anything to the contrary, Company shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.
4. PAYMENT OF FEES
4.1 Customer will pay Company the then applicable fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be notified for such usage. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.
4.2 Company may choose to bill credit card or wire transfer through an invoice, in which case, full payment for invoices issued in any given month must be received by Company five (5) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than Company's taxes based on Company’s net income.
5.TERM AND TERMINATION
5.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
5.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ written notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
6. WARRANTY AND DISCLAIMER
Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. DURING PILOT PERIOD SERVICE WILL BE RESTRICETED TO NON-PRODUCTIVE USE. THE SERIVCE PROVIDED "AS-IS" AND NO WARRENTY OBLIGATIONS OF COMPANY WILL APPLY.
Customer agrees to indemnify and hold the Company harmless from and against all loss, cost, expense or liability (including reasonable attorney’s fees) arising out of a claim by a third party against the Company based upon Customer’s use of the Services , as well as damages to the Company related to, or associated with the Customer’s unauthorized use, customizations, updates and/or corrections to the software or Services, as well as defend at its expense, any action brought against the Company, its officers, directors, employees, shareholders, legal representatives, agents, successors and assigns. Company shall have no liability to the Customer for any damage sustained by the Customer as a result of the Customer’s use of the Software, whether such damages would arise as a result of breach of contract, tort or otherwise. Customer relies on its own use/testing of the Software and relies on its own judgment in utilizing it.
8. LIMITATION OF LIABILITY CUSTOMER UNDERSTAND AND CONFIRMS THAT THE COMPANY DOES SERVICE IN THIRD PARTY FREELANCERS (THE "FREELANCERS" ) WHICH ARE CUSTOMER SERVICE PROVIDERS WHO ARE NOT DIRECT EMPLOYESS OF THE COMPANY ; CUSTOMER UNDERSTAND AND CONFIRMS THAT THE COMPANY PROVIDED HARDWARE IS BEING MANFUCTERED BY THIRD PARTIES PROVIDERS WHICH ARE NOT DIRECTLY MANFUCTERED BY THE COMPANY; CUSTOMER UNDERSTAND AND CONFIRM USING THE SERVICE DOES NOT DISMISS THE CUSTOMER FROM NORMATIVE, APPLICABLE LAW, REGULATION OR LOCAL REGUALTION; CUSTOMER HEREBY AGREES THTA COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, FREELANCERS, HARDWARE AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY MATTER, ACTIONS, DISPUTES, DAMAGES OR CLIAMS ARRISING FROM THIS AGREEMENT AND SHALL NOT BE LIABLE FOR ANY TERMS AND CONDITIONS, DOCUMENTS, EVENTS, INCIDENTS, STIPULATIONS RELATED TO THIS AGREEMNT UNDER ANY CONTRACT, NEGLIGENCE,HARDWARE OR ANY OTHER EXPRESSED OR IMPLIAD PRODUCT LIABILTY, STRICT LIABILITY OR OTHER THEORY, INCLUDING : (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ,IN NO CASE COMPANY SHALL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY MISSUE OF DATA BEING DONE BY IT'S FREELANCERS,SUPLLIERS,PROVIDERS OR RELATED THIS PARTIES; (C) ANY BODILY INJURY, DEATH DUE TO USE OF THE HARDWARE OR THE SERVICE; (D) REPUTATION MAMAGMENT ,NEGATIVE REVIEWS DUE TO USE OF THE SERVICE OR (E) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 30 DAYS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HARDWARE WILL REMAIN PROPERTY OF THE CUSTOMER AND THE COMPANY SHALL NOT HELD RESPONSBILE IN ANY CASE OF THEFT OR DAMAGE TO THE HARDWARE. SPECIFICALLY, THE COMPANY SHALL NOT BE LIABLE AND DISCLAIMS ANY REPONSIBILITY IN CONNECTION WITH OR ARISING FROM THE FOLLOWING INCIDENTS WHICH INVOLVE THE SERVICES: (A)ERRONEOUS ROOM ASSIGNMENT OF A GUEST (B) INCIDENTS OF BURGLARY(C) STOLEN OR MISAPPROPRIATED CREDIT CARD, DEBIT CARD, OR PERSONAL INFORMATION OF A GUEST, AND ALL RESULTANT ACTS OR DAMAGES (D) ISSUANCE OF ANY INACCURATE OR FALSE INFORMATION TO A GUEST (E) ALL INCIDENTS OF INJURY OR DEATH TO GUESTS, HOTEL EMPLOYEES, OR THIRD PARTIES (F)VIOLATIONS OF ANY RELEVANT LAWS OR REGULATIONS (G)ANY UNMANNED HOTEL RECEPTION OR LOST GUEST OR BOOKINGS
If any provision of this Agreement is found to be unenforceable or invalid, 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. The Company, in its sole discretion, may change this Agreement anytime, and any amendments shall be effective upon ten (10) days notice to the Customer. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the Company will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. The parties agreed that any conflict shall be determined by the magistrates court in Netanya ,Israel. The parties shall work together in good faith to issue at least one mutually agreed upon press release , and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request permitting the company you’re the customer logo on the company website as a trusted buyer.