Online Sales & Marketing for Hotel Sales Professionals
© 07-2011 Copyright hotel SystemsPro, LLC. All rights reserved.
This program is protected by U.S. and International copyright laws. By logging onto the Hotel SystemsPro website, you indicate your acceptance of the license agreement below.
LICENSE AGREEMENT PLEASE READ THE FOLLOWING CAREFULLY. THIS AGREEMENT, TOGETHER WITH THE COMPLETED “NEW PROPERTY SETUP FORM” PROVIDED IN CONNECTION WITH THE LICENSE OF THE HOTEL SALESPRO® SOFTWARE (THE “SETUP FORM”), CONSTITUTES THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND HOTEL SYSTEMSPRO, LLC (“HOTEL SYSTEMSPRO”) WITH RESPECT TO THIS LICENSE AGREEMENT, SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS RELATING TO THIS AGREEMENT, AND GOVERNS ALL PAST, CURRENT AND FUTURE USE OF THE SERVICE REFERRED TO IN THIS AGREEMENT. BY “CLICKING” ON THE “I AGREE” BUTTON AND ACCESSING, INSTALLING, OR USING THE SERVICE, YOU INDICATE YOUR ACCEPTANCE OF AND AGREEMENT TO THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, DO NOT “CLICK” ON THE “I AGREE” BUTTON BELOW, BUT “CLICK” ON THE “I DISAGREE” BUTTON. Section 1. License Grant and Authority. Subject to Section 9 hereof, Hotel SystemsPro grants to the operator of the hotel property described and referenced in the Setup Form completed by the system administrator for such property (such property referred to as the “Property”), regardless of brand or ownership group affiliation (such operator referred to as “You”) a personal, non-transferable and non-exclusive license to use the hotelWebSpace™ service linked to this Agreement (“Service”) only for use by You in the operation of the Property and for the benefit only of the Property or any other property which is a paid subscriber of the Service. The term “Service” includes associated on-line or electronic documentation, as well as any and all updates and supplements provided by Hotel SystemsPro. You agree not to use the Service for any illegal purpose, or for any purpose which may infringe on the property rights of others. You represent and warrant that You have the proper power and authority to enter into this Agreement and that the person preparing the Setup Form has all the proper power and authority to act on Your behalf. You understand that the Service has been designed solely for use in the English (U.S.) language and that Hotel SystemsPro makes no representations or warranties that the Service will be adapted for use in any other language or format, although Hotel SystemsPro reserves the right to do so in its sole discretion. Section 2. Description of hotelWebSpace™. The hotelWebSpace™ service is designed to help You enhance Your internet marketing efforts by providing a tool to promote events and occasions that will appeal to Your customers. In particular, hotelWebSpace™ enables You to create blogs and other web-based promotional materials that describe and provide links to events sponsored by others. Hotel SystemsPro has no ownership or control over any such events or the descriptions provided by their sponsors. In creating and posting blogs for the Property, You will have the ability to access and choose events and occasions to promote through the Service. You will also have the ability to post your own descriptions and commentary in connection with such events and promotions. Your use of the hotelWebSpace™ service entails the use of hardware, software and internet access. You agree that Hotel SystemsPro is not responsible for any hardware, software (other than properly licensed software of Hotel SystemsPro), or internet access or availability issues, and You agree to hold Hotel SystemsPro harmless for any such issues. Hotel SystemsPro does not provide internet access and You are responsible for all fees relating to telephone and internet access charges along with all necessary equipment, servicing, repair or correction incurred in maintaining internet connectivity. You are solely responsible for any information, images, or hyperlinks that you may post, upload, email, transmit, or otherwise make available through hotelWebSpace™, as more particularly set forth in the Content section of this Agreement. You agree to ensure that any images and/or text that You post or link to as a URL and/or a hyperlink are under Your explicit control. Linking an image and/or text from another site that is not under Your control could result in a violation of this Agreement. By “Clicking” on the “I Agree” button, You are warranting that You have permission to post all images or hyperlinks, even if they are subject to copyright protection. You warrant that you will not submit an image or hyperlink which depicts or directs any internet traffic to a hotel brand other than that under which the Property is located without providing Hotel SystemsPro advance notice of Your right to do so. You also warrant that you will not submit an image or hyperlink which depicts or directs any internet traffic to a property which is not a paid subscriber of hotel SalesPro® or the Service, regardless of brand. If You submit an image or hyperlink that is later alleged to be infringing of another person’s copyright, or which is otherwise contrary to the warranties contained in this Section, Hotel SystemsPro may immediately disable Your access to hotelWebSpace™ or remove the image or hyperlink which does not comply. Hotel SystemsPro will comply with any lawful demands of third parties related to all copyrighted material. All rules set forth in the Content section of this Agreement apply equally to posting images and hyperlinks, as well as to other forms of posting or linking. If You choose to post a URL, hyperlink, image, or any other content, You do so at Your own risk. Section 3. Use of Hotel SalesPro® Software. You must be a paid licensee of Hotel SystemsPro’s hotel SalesPro® software in order to be authorized to use the Service. If Your license to use the hotel SalesPro® software is terminated for any reason, Your right to use the Service will immediately terminate unless You and Hotel SystemsPro otherwise agree. Section 4. Interruption of Service. Hotel SystemsPro reserves the right to interrupt the Service from time to time on a regularly scheduled basis or otherwise, with or without notice, in order to perform necessary maintenance. You agree that Hotel SystemsPro will not be liable for any interruption of the Service, or from any delay or failure to perform for any reason. You acknowledge that the Service may also be interrupted for reasons beyond the control of Hotel SystemsPro, and Hotel SystemsPro cannot make any assurances that You will be able to use the Service whenever You desire to do so. Hotel SystemsPro has the right to modify or eliminate any aspect of the Service at any time in its sole discretion, without any prior notice, and shall not be obligated to refund any portion of any fees charged by reason of any interruption of the Service. Section 5. Intellectual Property Rights. The Service was developed by and is the sole property and constitutes confidential and proprietary information of Hotel SystemsPro. You are being granted a license only under this Agreement. You agree to take reasonable steps to protect the confidentiality of the Service. You shall not disclose or transfer Your passwords, Your interfaces to the Service, or any other method of accessing the Service to any third party or to any other computer. You understand that the use of any feature contained in the Service or internet browser enabling passwords to be “remembered” or entered automatically may create breaches in password security (and, consequently, security of Your data), and You assume responsibility for and You understand and agree to take reasonably necessary steps to prevent unauthorized access or use of Your data. You agree not to decompile, modify, reproduce, rent, lease, or otherwise dispose of or reverse engineer the software code utilized by the Service, and You agree not to duplicate such software. You agree to use the Service only in connection with the operation of the Property, and You shall not use, permit the use of, or attempt to use the Service in connection with the operation of any other hotel property or other business enterprise. You shall not gain access, or attempt to gain access, by any means, to any Hotel SystemsPro computer system or database, other than systems that Hotel SystemsPro may grant You access to in the future, and you shall not gain access or attempt to gain access to any Hotel SystemsPro computer system of database through any means other than software provided by Hotel SystemsPro in any event. Section 6. Content. “Content” as used herein means all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials, whether publicly posted or privately transmitted. You understand that all Content is the sole responsibility of the person from whom such Content originated. This means that You, and not Hotel SystemsPro, are entirely responsible for all Content that You upload, post, email, transmit, or otherwise make available via the Service. With respect to Your content, You acknowledge and agree that all such Content shall reside solely on Your computers or servers and that You own or have the express legal right to possess and display such Content. You understand and agree that Hotel SystemsPro shall have no control over such Content or its use and that Hotel SystemsPro cannot and does not guarantee the accuracy, integrity, or quality of such Content. Further , You agree that You WILL NOT: (a) upload, post, email, transmit, or otherwise make available any Content through the Service that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (b) so make available through the Service any Content that portrays nudity or adult content; (c) so make available any Content that You do not have a right to make available under any law or under contractual or fiduciary relationships (such as proprietary and confidential information subject to nondisclosure obligations); (d) so make available any Content that infringes on any patent, copyright, trademark, trade secret, or other proprietary rights of any third party; (e) so make available any Content that is false, deceptive, misleading, deceitful, or constitutes “bait and switch”; (f) so make available any Content that advertises any illegal service or the sale of any items which is prohibited under applicable law; or (g) allow usage of the Service by others in such a way as to violate this Agreement. You further understand that although Hotel SystemsPro has no responsibility with respect to any Content, Hotel SystemsPro may nevertheless take whatever steps are necessary and appropriate to remove any Content which, in Hotel SystemsPro’s sole discretion, does not comply with Section 2, Section 5, or this Section 6. Section 7. Technical Support. Hotel SystemsPro will provide technical support in connection with Your use of the Service, provided that You pay the required fees in advance. Your use of technical support services is governed by the policies and procedures described in the user manual, on-line documentation, and/or other materials provided by Hotel SystemsPro relating to the hotel SalesPro® software or the Service. You understand that Hotel SystemsPro may use any and all technical information provided by You for its own internal purposes, including product support and development. Hotel SystemsPro will not use or make available such technical information in any form that personally identifies You. Section 8. Term; Termination. This Agreement and the license hereunder shall be effective upon the date You access the Service and have an initial term of 1 year and shall thereafter renew automatically with Your renewal of Your subscription to hotel SalesPro®, unless otherwise terminated. Hotel SystemsPro may terminate this Agreement at any time upon notice to You if You fail to pay any and all required fees and charges, or if Hotel SystemsPro implements a new license agreement that replaces this Agreement. If Hotel SystemsPro, in its sole judgment, believes that the Service is being used for a purpose not approved by Hotel SystemsPro, it may immediately terminate this Agreement. Upon termination of this Agreement for any reason, Hotel SystemsPro shall be authorized to immediately prevent You from having any further access to the Service. Sections 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, and 13 shall survive termination of this Agreement. Section 9. Fees. The required fees consist of a monthly service fee, which can be waived in whole or in part at any time by Hotel SystemsPro in its sole discretion, plus any training fees that may apply, as specified in the application or other materials provided by Hotel SystemsPro, which are incorporated herein by reference. These fees must be paid in advance before the license under this Agreement shall be in effect and valid. Section 10. Exclusion of Warranties and Limitation of Damages. THE SERVICE IS LICENSED "AS IS." THERE ARE NO EXPRESS OR IMPLIED WARRANTIES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF PROPRIETARY RIGHTS. HOTEL SYSTEMSPRO MAKES NO WARRANTY THAT THE SERVICE WILL BE ERROR FREE OR UNINTERRUPTED OR CONCERNING THE SECURITY, RELIABILITY, AND TIMELINESS OF THE SERVICE. HOTEL SYSTEMSPRO AND ITS AGENTS SHALL IN NO EVENT BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, MULTIPLE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST SAVINGS, OR OTHER SUCH DAMAGES ARISING OUT OF THE USE OF (OR IMPROPER USE OF), OR INABILITY TO USE, THE SERVICE, EVEN IF HOTEL SYSTEMSPRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PERSON OR ENTITY RELATED THERETO. THIS LIMITATION SHALL ALSO APPLY TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED THROUGH THE SERVICE OR RECEIVED THROUGH ANY LINKS PROVIDED THROUGH THE SERVICE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH LINKS MADE AVAILABLE BY THE SERVICE. Section 11. Indemnification by You. You will, at Your sole cost and expense, indemnify and hold Hotel SystemsPro and its officers, directors, employees, agents, successors and assigns harmless from and against any and all claims, losses, damages, judgments, costs and expenses (including reasonable attorneys’ fees) arising out of or related to Your violation of the terms of this Agreement, or the violation of the terms of this Agreement by any person who has access to the Service through You, or any Content displayed through Your use of the Service. Section 12. Arbitration. The parties shall settle any controversy arising out of this Agreement by arbitration in Atlanta, Georgia in accordance with the Commercial Arbitration Rules of the American Arbitration Association. A single arbitrator shall be agreed upon by the parties or, if the parties cannot agree upon an arbitrator within twenty (20) days after the filing and service of the demand for arbitration, then the parties agree that a single arbitrator shall be appointed by the American Arbitration Association. The non-prevailing party shall pay all costs of arbitration and the attorneys’ fees of the prevailing party, and the parties shall request the arbitrator to include such provisions in the award. The award of the arbitrator shall be binding and may be entered as a judgment in any court of competent jurisdiction. Section 13. Miscellaneous. The terms of this Agreement may be amended or modified by Hotel SystemsPro on a prospective basis at any time without prior notice to You. You may not assign Your rights or delegate any of Your duties under this Agreement without Hotel SystemsPro’s prior written consent, and any attempted assignment or delegation without such consent shall be void. If one or more provisions of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby. This Agreement shall be governed by the substantive laws of the State of Georgia.
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