Terms & Conditions Pricepoint
This Terms & Conditions set forth the terms and conditions between PRICEPOINT and the Customer who agrees to these Terms & Conditions to use the PRICEPOINT service. PRICEPOINT and Customer are referred to herein each individually as a “Party” and collectively the “Parties.” In consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Acceptance of Terms.
Xenia AI Software Inc. with its registered office in Canada, Montreal H4A2S9, 4530 Avenue de Melrose which operates PRICEPOINT Service and Application (“PRICEPOINT”) and Customer enter into this agreement subject to the following Terms Of Service (“Terms”). The terms govern Customers contractual relationship with PRICEPOINT, including but not limited to use of PRICEPOINT’s website, as well as use of the Services (defined below). Partiers create legally binding obligations, and should review them carefully before accessing the Application or using any of the Services.
PRICEPOINT will provide Customer with online access to and use of the PRICEPOINT platform via the internet by use of a Customer-provided browser or the PRICEPOINT’ mobile application.
PRICEPOINT is a professional service intended for business purposes only. Customers state that they use the service only commercially and not as a consumer.
Subject to the terms and conditions of this Agreement and the payment of the Fees as specified in the terms of conditions, PRICEPOINT grants Customer a limited, non-exclusive, non-transferable right to allow Customer’s Authorized Users (as defined below) to access and use the SaaS Services during the Term solely for Customer’s internal business purposes. “Authorized Users” means those employees, agents and independent contractors of Customer who are authorized by Customer to use the SaaS Services.
This Agreement grants Customer only the right to use the SaaS Services as set forth herein, and does not convey or transfer title or ownership of the SaaS Services, any underlying technology or software, or any intellectual property rights in any of the foregoing to Customer. Customer is responsible and liable for its Authorized Users’ compliance with and/or breach of the terms of the Agreement. All rights not expressly granted herein are reserved by PRICEPOINT, and no other licenses are granted herein by PRICEPOINT by implication, estoppel or otherwise.
Customer Responsible for Providing Connectivity and Equipment. Customer is responsible for providing its Authorized Users with an internet connection as well as currently-supported browsers and any necessary equipment or hardware needed to access the SaaS Services.
The Application, Service and other contents are offered “AS IS”, and PRICEPOINT is not liable for or does not provide any guarantee as to accuracy, completeness or reliability thereof.
The Client is solely responsible for ensuring that the service is appropriate and suitable for its needs. The Client agrees that PRICEPOINT does not warrant that any particular result will be achieved, achievable or achieved by any given date as result of the PRICEPOINT. PRICEPOINT does not warrant that the Client’s use of the Services will be uninterrupted or error-free.”
Access and Security
The Customer wishing to use the Service must create an account on the Platform. The Customer shall create only one account, and in the event of discovery that multiple accounts have been created without a justifiable reason, all of such accounts shall be terminated and the Customer shall not be refunded. Before Customer begins using the Platform, he must accept those Terms & Conditions.
PRICEPOINT will provide Customer with passwords and other credentials required to enable Customer’s Authorized Users with access to the SaaS Services.
Each Party will maintain commercially reasonable administrative, physical and technical safeguards designed to help protect the security of its internal networks from malicious activity and to provide for the privacy, confidentiality and integrity thereof. Neither Party is liable for breaches of security caused by the other Party’s (or in the case of Customer, an Authorized User’s) failure to secure its networks or any access information, including login credentials and passwords. Customer will ensure that Customer will not introduce any malicious software into the SaaS Services or which, upon the occurrence of a certain event, the passage of time, or the taking of or failure to take any action, would cause SaaS Services to be destroyed, damaged, or rendered inoperable.
Customer is solely responsible for maintaining the security and confidentiality of its Authorized User’s login information and credentials for its subscription to the SaaS Services, and is responsible for any use of the SaaS Services utilizing such information and credentials. Login credentials and passwords are assigned on a named user basis and may not be shared by multiple individuals, provided that, upon written notification to PRICEPOINT, Customer may reassign credentials to new named Authorized Users. Customer may not:
permit login password codes to be cached in proxy servers and accessed by individuals who are not Authorized Users, or
permit access to the SaaS Services through a single identification or password code being made available to multiple users on a network.
Customer will pay PRICEPOINT the fees set forth in accordance with the Platform Terms & Conditions and through the Platform as defined under the Website or Platform Terms & Conditions 3 days from date of receipt of invoice. The fixed fees relating to the services offered to the Customer through the Platform are laid out on the Website under the relevant service description and scope. Applicable taxes (Value Added Tax, Sales Tax, City Taxes etc.) will be added to these fees.
The Customer can change the service packages it obtains hereunder, in accordance with the Platform Terms & Conditions and through the Platform as defined under the Website or Platform Terms & Conditions. Payments relating to the Service Fee are non-refundable in cases of cancellation of the Service by the Customer or switch to a lower-fee Service category. Switch to a Service category with a lower Service Fee will be performed at the relevant period-end, and switch to a Service category with a higher Service Fee will be performed immediately at the request of the Customer and the fee difference will be charged separately to the Customer.
PRICEPOINT owns all right, title and interest in and to:
the SaaS Services (and any and all developments, modifications, and derivative works of the SaaS Services),
any improvements, modifications, suggestions, work product, concepts, inventions, information, drawings, designs, programs, or software (whether developed by PRICEPOINT, Customer, either alone or with others,
any materials provided by PRICEPOINT to Customer with respect to the SaaS Services, including but not limited to any documentation, software (whether in object code or source code form), proprietary data, or other proprietary information developed or provided by PRICEPOINT or its suppliers, such as text, graphics (including the underlying web-presentation code of the SaaS Services), logos, button icons, images and any non-public know-how, methodologies, equipment, or processes used by PRICEPOINT to provide the SaaS Services to Customer, and
all patents, copyrights, moral rights, trademarks, trade secrets and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing,
(collectively “PRICEPOINT Property”).
Those Terms are not an agreement of sale, and no title, patent, copyright, trademark, trade secret, intellectual property or other ownership rights to any PRICEPOINT Property are transferred to Customer.
PRICEPOINT hereby grants to Customer a limited, non-exclusive, non-transferable license to use PRICEPOINT Property developed as part of the Professional Services for that entity’s use of the SaaS Services and solely for purposes of the using of the SaaS Services in accordance with the terms of this Agreement during the Term. Any PRICEPOINT Property related to SaaS Services will be deemed to constitute part of the SaaS Services and will be subject to all terms and provisions set forth in this Agreement or otherwise applicable to the SaaS Services, including terms and provisions related to use rights and restrictions, ownership and distribution of the SaaS Services.
Customer may print, copy and internally distribute program documentation, user manuals, product technical manuals and other information (either provided by PRICEPOINT or made available by PRICEPOINT online) describing the operation and use of the SaaS Services if and as available (the “Documentation”), for its internal business purposes only; provided, that Customer replicates all copyright and other proprietary rights notices contained in the original copy of the Documentation. Any Documentation and any copies made are the property and Confidential Information of PRICEPOINT.
The SaaS Services constitute protected copyrighted material and valuable trade secrets of PRICEPOINT. Accordingly, Customer will not:
- authorize or permit use of the SaaS Services or Documentation by persons other than its Authorized Users;
- sublicense, lease, rent, loan or otherwise transfer to any third party the right to access and use the SaaS Services;
- use or access the SaaS Services for the purpose of building a competitive product;
- copy, frame, modify or create any derivative works of the SaaS Services (or any component, part, feature, function, user interface, or graphic thereof) or Documentation, except with the prior written consent of PRICEPOINT or to the extent such restriction is prohibited by applicable law;
- decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any component of the SaaS Services is compiled or interpreted;
- use the SaaS Services as part of a time-share, cloud services or service bureau or on a hosted basis for its own ASP or SAAS offerings;
- perform or disclose any benchmark or performance tests of the SaaS Services without PRICEPOINT’ prior written consent;
- perform or disclose any security testing of the SaaS Services or associated infrastructure without PRICEPOINT’ prior written consent including, but not limited to, network discovery, port and service
- identification, vulnerability scanning, password cracking, remote access testing, or penetration testing;
- remove or modify any program markings or any notice of PRICEPOINT’ or its licensors’ proprietary rights;
- use the SaaS Services in violation of applicable laws;
- send or store infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights;
- send or store malicious code in connection with the SaaS Services;
- interfere with or disrupt performance of the SaaS Services or the data contained therein;
- attempt to gain access to the SaaS Services or its related systems or networks in a manner not set forth in the applicable Documentation; or
- cause or permit any Authorized Users or any other party to do any of the foregoing.
Apple and Android Devices
The following terms apply when Customer access the Service via Application obtained from either the Apple Store or Google Play (each an “App Distributor”).
The license granted is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service;
In the event of any failure of the mobile application to conform to any applicable warranty, Customer may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the mobile application;
Customer represent and warrant that (i) he are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and (ii) Customer are not listed on any U.S. government list of prohibited or restricted parties;
Customer must comply with applicable third-party terms of agreement when using the mobile application, e.g., if he is using a VoIP application, then must not act in violation of their wireless data service agreement when using the mobile application; and
As between Customer and PRICEPOINT, Customer owns all right, title, and interest to the specific data and information about the Customer, it’s hotel(s), and its employees submitted, processed, or stored by Customer and Authorized Users using the SaaS Services (the “Customer Data”).
Customer is solely responsible for the accuracy and quality of the Customer Data. The Parties agree that under no circumstances will PRICEPOINT be responsible or have any liability for Customer’s or an Authorized User’s use of the Customer Data. Customer and each Authorized User are responsible for updating its own Customer Data.
Customer hereby grants to PRICEPOINT a perpetual, irrevocable, non-exclusive, royalty-free, worldwide, transferable license to use, copy, reproduce, adapt, combine with other data, edit and re-format, generate, store, disclose, distribute, maintain a database of, and make derivative works based upon, any and all Customer Data exchanged under this Agreement to improve the Services.
PRICEPOINT owns all the information, data, documents and any other output results generated by queries, data feeds, and any use of and access to the SaaS Services by Customer (collectively “Results”) to provide and improve the SaaS Services, and owns all de-identified, aggregated forms of Customer Data and/or Results as part of PRICEPOINT’ services offerings to Customer and other customers. PRICEPOINT will have no responsibility for any decisions made on the basis of Results or for completeness or accuracy of the Results or for their usefulness for Customer’s purposes.
Term and Termination
These Terms & Conditions shall be effective upon start of the Service and remain so as long as the Customer receives the Service. In case where the Service is offered as a free trial, the Service free trial period will automatically terminate if the Customer fails to communicate payment details to PRICEPOINT despite the notification from PRICEPOINT towards end of the period.
Continuity of the Platform and the Service is at the discretion of PRICEPOINT, who may suspend or terminate them anytime it wishes. Each Party has the right to terminate the Service(s) and/or these Terms & Conditions any time. In such an event, neither Party may claim anything from the other party except their receivables accruing during the Service.
Termination shall be through performance of relevant Service termination actions in the Application. Termination shall be effective upon communication by PRICEPOINT of the confirmation of termination through the Platform or e-mail.
In the event that the Customer acts in breach of these Terms & Conditions, its annexes or its regulatory obligations and fails to remedy such breach within 5 (five) days from receipt of the related notice, PRICEPOINT shall become entitled to terminate the Service partially or completely. At its discretion, PRICEPOINT may partially or completely suspend the Service within said period or until remedy of said breach.
PRICEPOINT may terminate these Terms & Conditions and the Service in the event that the Customer fails to settle due fees, loses its operating license, becomes insolvent voluntarily or involuntarily, becomes bankrupt or postpones bankruptcy, or becomes subject to assignment of trustee, composition with creditors or similar procedures, or ceases its operations permanently or switches to a materially different area of operation, or disposes of its assets wholly or substantially.
Upon termination of the Customer’s account:
The Customer must immediately settle all due fees and payments incurred up through the effective date of termination.
PRICEPOINT may permanently delete the Customer’s Account, including all information and data it contains..
Provisions in these Terms that by their nature are intended to survive termination of these Terms, will so survive, including the following sections: Important disclaimers, Fees, Privacy, Copyright policy Intellectual property, Termination, Disclaimer of Warranty, Limitation of liability, Indemnification, Governing law and dispute resolution, and General.
In case where the Service has been suspended or terminated as set forth under the Terms & Conditions, the Customer may not claim any damages, such as indemnity, loss of profit, loss of customers etc. In the event that the Service or the Terms & Conditions are terminated for a reason attributable to the Customer, no amount paid in advance by the Customer shall be refundable.
Limitations on Damages.
In no event will PRICEPOINT, its suppliers, shareholders, officers, employees or agents be liable for any lost profits, indirect, incidental, special, punitive or consequential damages, including damages arising out of this agreement or the use of or reliance upon the services or products, even if it has not been advised of the possibility of such damages. Under no circumstances will company’s total liability of any kind arising out of or related to this agreement and use of the services (including but not limited to warranty claims), regardless of the forum and regardless of whether any action or claim is based on contract, tort, or otherwise, exceed the amount paid by the Customer during the one-month period prior to such claim arising. The parties agree that this section shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy.
The Parties agree that PRICEPOINT has set the fees and entered into this Agreement in reliance upon the disclaimers and limitations set forth herein, that the same reflect an allocation of risk between the Parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between the Parties.
PRICEPOINT will not be liable for or be considered to be in breach of or default under the Terms on account of, any delay or failure to perform as required by the Terms as a result of any cause or condition beyond PRICEPOINT’s reasonable control.
International Data Transfers
Using the Application may not cause to transfer of “personal data,” as defined by Directive 95/46/EC of the European Parliament and of the Counsel of 24 October 1995 (on the protection of individuals with regard to the processing of personal data and on the free movement of such data), to PRICEPOINT from a Member State subject to Directive 95/46/EC. The Service nor any of its parts may be used by the Customer to process, store or modify personal data.
PRICEPOINT reserves the right to make visual or functional modifications to the SaaS Services from time to time for the purpose of maintaining or improving security, ensuring optimal performance, meeting standard industry business requirements, and adding or improving functionality. PRICEPOINT reserves the right to make such changes without prior notification to Customer. No such change will materially reduce the functionality of the SaaS Service.
This Agreement shall be governed by and construed in accordance with the laws of Canada. The Parties hereby submit to the exclusive jurisdiction of the courts located in Canada. In case of an action to enforce any rights or conditions of the Terms, or appeal from said proceeding, it is mutually agreed that the losing party in such suit, action, proceeding or appeal shall pay the prevailing party’s reasonable attorney fees and costs incurred.
The Terms are a binding contract and constitute the entire agreement and understanding of the parties, whether oral or written, relating to the subject matter hereof; are intended as the parties’ final expression and complete and exclusive statement of the terms hereof, superseding all prior or contemporaneous agreements, representations, communications, and understandings, whether written or oral; and may be amended or modified only by an instrument in writing signed by both parties.
If any provision of the Terms shall be invalid or unenforceable in any respect for any reason, the validity and enforceability of any such provision in any other respect and of the remaining provisions of the terms shall not be impaired. The Terms shall be binding on and inure to the benefit of the parties and their heirs, personal representatives, successors, and assigns.
Maintenance and Support. PRICEPOINT will provide telephone support to Customer between the hours of 9:00 a.m. and 5:00 p.m., CET – Central European Time, Monday through Friday, except nationally recognized holidays. PRICEPOINT will use commercially reasonable efforts to correct reported errors or failures that impair Authorized Users’ access to the SaaS Services.