Defined terms: In this agreement the following words shall have the meaning given below:

Account means an account enabling a person to access and use the Software.

Agreement means this Terms of Use along with the Schedules annexed hereto.

Authorised User means the employees or contractors as nominated by the Customer to have an Account.

Confidential Information includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Software, that is marked confidential or should have been reasonably understood by the receiving party to be confidential, but does not include information which is, or becomes, publicly available other than through unauthorized disclosure by the receiving party.

Consequential loss means any loss or damage which, although in the contemplation of the parties at the time they entered into this Agreement, is not a loss or damage which may fairly and reasonably be considered to arise naturally (that is, in the usual course of things) from the breach or other act or omissions (including loss of contract, business opportunity, profit or anticipated profit, or any other loss of a similar nature).

Customer means the person who subscribes to the Software.

Customer Data means any data and materials inputted by the Customer into the Software or stored by the Software or generated by the Software as a result of the Customer’s use of the Service or any date and materials inputted by the clients/guests of the Customer.

Fees means the subscription fees payable to the Service Provider as set out in the Sales Order or corresponding to the services selected subsequently by the Customer and pursuant to clause 4 of this agreement.

Force Majeure Event means an event or series of related events that is outside the reasonable control of either party and without the fault or negligence of either party and which by the exercise of reasonable diligence either party was unable to prevent (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars).

An Appropriate tax imposed under any applicable legislation or regulation.

Intellectual Property Right means any patent, trademark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

Modules means optional software modules that the Customer may add to or delete from their main subscription during the term of this Agreement.

Party or parties means a party or parties to this Agreement, its successors and assigns or any person acting on behalf of and with the authority of the parties to this Agreement.

Personal Information means information or an opinion about an identified individual, or an individual who is reasonably identifiable.

Privacy Law means any requirement under law, industry, code or policy relating to the handling of Personal Information.

Sales Order means any document, including one completed online, that records the Services and the fees purchased by the Customer.

Schedules means each of the schedules annexed to this Agreement.

This Agreement begins on the date the Customer subscribes to the Software by payment of the Fees specified in this Agreement.

Terms of Engagement

The Customer appoints the Service Provider as its provider of the Services, and the Service Provider accepts the appointment and agrees to provide the Services to the Customer, in accordance with the terms and conditions of this Agreement.

The Service Provider hereby grants the Customer a non-transferable, non-exclusive License to use the Software from any computer or mobile device during the Term.

The Customer will provide the Service Provider with such information, resources and authorities that the Service Provider reasonably requires to carry out the Services.

Provision of the Services by the Service Provider

The Service Provider agrees to provide Services to the Customer as set out in this Agreement.

Service Provider Warranties

The Service Provider warrants to the Customer that, in connection with the provision of the Services:

3.3.1.1. It is legally able to enter into this Agreement;

It will comply with all applicable laws;

It will use reasonable skill and diligence;

The use of the Software and any documentation in accordance with this Agreement will not result in a breach of any law;

the provision of the Software and the Services to the Customer and the use of any documentation by the Customer, will not:(a) infringe any person’s rights (including Intellectual Property Rights ); or (ii) constitute a misuse of any person’s Confidential Information.

Customer Warranties

The Customer warrants to the Service Provider that, in connection with the use of the Software and Services:

It will comply with Schedule 2 (Acceptable Use Policy) and will ensure that all persons using the Software with its authority or by means of an Account will comply with Schedule 2 (Acceptable Use Policy).

It is responsible for obtaining and maintaining all equipment, computer hardware and software and all telecommunications services required by it to access and use the Software and will ensure that all such equipment and services comply with the technical specifications provided by the Service Provider.

It will take all reasonable precautions to ensure the security of access to the Account and must not, under any circumstances, allow any third party or any person other than an Authorized User to access or use the Software for any purpose without the prior written consent of the Service Provider.

It agrees to inform the Service Provider immediately if it becomes aware of any unauthorized use of the Software by any person.

It will not use the Software in any way that will contravene any legal or regulatory provision applicable to them.

Payment of Fees:

In return for the access to the Software by the Service Provider the Customer agrees to pay the Fees as set out in the Sales Order and any fees for Modules activated by the Customer during the term that are additional to the original Sales Order.

Invoicing

The Fees shall be invoiced to the Customer in advance for each billing period for the amount and frequency as set out in the Sales Order or as subsequently subscribed for unless otherwise stated. Modules activated with usage charges may be invoiced in arrears. The Fees are exclusive of appropriate taxes. The Service Provider invoices will be generated electronically and transmitted by email.

Variation of Fees

In the absence for of other agreement in writing between the Customer and the Service Provider, the Service Provider may elect to vary any element of the Fees by giving you notice of the variation via a notification on the Software or via an email address that you have registered with the Service Provider.

Enhancements, Updates, New Releases

The Service Provide may, in its sole discretion, make enhancements, updates or new releases of the Software available from time to time in order to enhance or improve the functionality or operation of the Services or comply with legislative requirements.

Downtime

The Service Provider will use commercially reasonable efforts to maintain the reliability and efficiency of the Software subject to unscheduled interruptions to the availability of the Software due to factors beyond the control of the Service Provider - including any actions by the Customer or third parties, including telecommunications providers.

The Customer will communicate any difficulties encountered with the Software to the Service Provider as soon as is reasonably practicable following detection.

How a party breaches this Agreement

A party breaches this agreement if:

the party fails to comply with any term of this Agreement (including each of the attached Schedules);

the party, being an individual, becomes bankrupt or commits an act of bankruptcy or brings his or her estate within the operation of any law relating to insolvency and bankruptcy;

the party is a corporation and becomes insolvent or bankrupt within the meaning of any law relating to insolvency and bankruptcy.

Termination for cause

If a party breaches this Agreement under clause 6.1 and, within 30 days after the other party serves a written notice on the breaching party: (a) the breach is not remedied if it is capable of being remedied; or (b) the breaching party does not compensate the other party in accordance with this Agreement or to the other party's reasonable satisfaction if the breach is not capable of being remedied, this Agreement may be terminated by written notice from the other party to the breaching party.

The Customer’s right to terminate for convenience.

If the Customer wishes to terminate this Agreement for convenience during the Term, it must serve written notice on the Service Provider stipulating the termination date (Termination for Convenience Date), which must be no earlier than 30 days after the notice was served.

Consequences of Termination:

The Service Provider will cease providing access to the Software and/or Account to the Customer on the date of termination.

The Customer will pay to the Service Provider any outstanding Fees for Services provided up to the date of termination.

Preservation of rights

Termination of this Agreement for any reason does not extinguish or otherwise affect any rights or remedies of either party which arose prior to the time of termination, or the provisions of this Agreement which by their nature survive termination.

Each Party (the “Indemnifying Party”) hereby agrees to indemnify the other party against all claims, actions, demands, costs, damage and loss arising in connection with the breach of the representations, warranties and covenants of this Agreement.

Subject to clause 8.3 below, neither party will be liable to the other party under or in respect of this Agreement for any Consequential Loss arising from a breach of this Agreement except for the proportion of liability that either party has at law in the absence of this Agreement.

The aggregate liability of Service Provider to the Customer under or in respect of this Agreement whether in contract, tort (including negligence), statute or any other cause of action is limited to Fees paid or payable for the previous 1 month.

Nothing in this Agreement operates to limit or exclude: (i) liability that cannot be limited or excluded by law; and (ii) either Party’s liability resulting from its fraudulent or unlawful act or omission.

Neither party will be liable to the other for delay or failure to perform its obligations (excluding the payment obligations of the Customer) under this Agreement if such delay or failure is caused by a Force Majeure Event.

The Service Provider may only serve a notice on the Customer by :(i) Sending by email to the email address registered with the Service Provider (as updated from time to time by Customer).

The Customer may only serve a notice on the Service Provider by:(i) sending it by registered post or prepaid to the address set forth above (as updated from time to time by the Service Provider) or (ii) by sending an email to the Service Provider’s email address (as updated from time to time by Service Provider).

Intellectual Property:

The Service Provider warrants that it owns all applicable rights, title and interest in and to all Intellectual Property Rights embodied in or associated with the Software (including but not limited to any images, photographs, animations, video, audio, music and text incorporated into the Services and any accompanying published materials) (“Materials”) or has procured and grants to the Customer an irrevocable and assignable royalty-free licence to use the Materials for the purposes of the Customer’s use of the Services.

The Service Provider agrees to indemnify the Customer against any Materials provided by the Service Provider infringing on any patent, copyright, registered design, trademark or name, or other protected right.

The Customer agrees and acknowledges that nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from the Service Provider to the Customer.

The Service Provider agrees and acknowledges that the Customer owns the Customer Data and all Intellectual Property Rights in the Customer Data

Acknowledgments

The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, the Service Provider gives no warranty or representation that the Software will be wholly free from defects, errors and bugs. Among other things, the operation and availability of the systems used for accessing the Software, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Software. The Service Provider or its suppliers are not in any way responsible for any such interference or prevention of your access or use of the Software.

The Customer acknowledge that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, The Service Provider will take reasonable steps to ensure that the Software will be secure.

Confidentiality

The parties to this Agreement must keep the Confidential Information of the other party confidential and must ensure that their officers and employees keep the maintain the confidentiality of the Confidential Information, save for any necessary disclosure to their respective legal and financial advisers and any disclosure required for a purpose related to this Agreement or the performance of the rights or obligations of any party to it, or by law.

Privacy

The Service Provider shall use, store, and process the Customer Data and Personal Information in accordance with the terms set forth in the Privacy Policy (available at www.myhotelai.com)

Relationship of parties: The parties agree that the relationship between the parties is one of independent contractor. Nothing in this Agreement will be interpreted as creating the relationship of employer and employee, master and servant or principal and agent or a partnership between the parties.

Entire Agreement: This Agreement, including each of the attached Schedules and their contents, and the Privacy Policy constitutes the entire agreement between the parties in respect of its subject matter, and supersedes all prior agreements representations negotiations and correspondence.

Severability: If any provision of this Agreement is held to be invalid or unenforceable in any way, the remaining provisions will not be affected and this agreement will be interpreted so as to most nearly give effect to the intentions of the parties as it was originally signed.

No waiver: It is not a waiver of a breach of this agreement or of a party's rights under this agreement if that party: (a) does not exercise or partly exercises or delays exercising a right; (b) gives a concession to the other party or accepts a late payment; or (c) attempts to mitigate its loss.

Governing law: This agreement will be governed by the laws of us corporate law and the parties agree to submit to the non-exclusive jurisdiction of the courts in that jurisdiction.

Counterparts: This Agreement may be entered into by the exchange of executed counterparts, which together comprise a fully executed agreement.