AGREEMENT TO TERMS OF SERVICE

These Terms of Service constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“customer”) and Airhost Pte Ltd (company), concerning customer access to and use of the cloud.airhost.co website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”).

Company is a hotel management software solution for hotels, hostels, resorts, and inns that are offered as a Software as a Service or SaaS.

Customer agrees that by accessing the Site have read, understood, and agree to be bound by all of these Terms of Service. If the customer does not agree with all of these Terms of Service, then the customer is expressly prohibited from using the Site and must discontinue use immediately.

Supplemental Terms of Service or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. Company reserves the right, in sole discretion, to make changes or modifications to these Terms of Service at any time and for any reason.

Company will alert the customer about any changes by updating the “Last updated” date of these Terms of Service, and the customer waives any right to receive specific notice of each such change.

It is the customer responsibility to periodically review these Terms of Service to stay informed of updates. Customer will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Service by customer’s continued use of the Site after the date such revised Terms of Service are posted.

Term.

This agreement begins on the Effective Date and will continue until terminated (the “Term”). 

Grant of License to Access and Use Service

Company hereby grants to Customer, including to all Customers’ Authorized Users, a non-exclusive, non-sublicensable, non-assignable, royalty-free, and worldwide license to access and use the service (the “Service”) solely for Customer’s internal business operations in accordance with the terms of this agreement and the Company’s online terms of use.

  1. Services

The customer subscribes to the Company products and services selected on each Sales Proposal attached hereto for purposes of the Agreement shall be referred to as the “Services”) on the terms set forth herein. The Services include the following:

Company shall provide access to the Airhost PMS for which customer subscribes on Sales Proposal solely for customer’s internal business purposes and solely for use by Authorized Users during the Term. All rights now expressly granted are reserved by Company. 

  1. Access and Use of SaaS Service.

Customer may not (i) sell, resell, share, lease or make the Services, or any portion thereof, available to any third party, (ii) create internet “links” to the Services or “frame” or “mirror” any portions of the Services on any other server or wireless or internet-based device. 

Customer may print, copy and internally distribute program documentation, user manuals, product technical manuals and other information 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 Company.

Customer shall, at all times, comply with all applicable laws in using the Services. customer shall not remove any copyright, trademark, proprietary rights, disclaimer or warning notice included on or embedded in any part of the Services. Customer grants Company or its agent the right to audit its use of the Services and provide access to the Computer Server or other servers, as applicable, and all books and financial records related to customer’s use of the Services to ensure compliance with this Agreement. Upon Company’s written request, the customer will certify in writing to the Company its compliance with the terms and conditions of this Agreement on an annual basis.

3. Data Protection. Company shall implement appropriate safeguards to prevent unauthorized access to, use of, or disclosure of the Protected Information. 

4. Data Privacy. Company may collect, use and process Customer’s data only in accordance with Company’s online privacy policy.

5. Intellectual Property.

This Agreement does not transfer from Company or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Company. Company systems, www.airhost.co, cloud.airhost.co, logo, and all other trademarks, service marks, graphics and logos used in connection with cloud.airhost.co, or the Website are trademarks or registered trademarks of and Company and its licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any Company or third-party trademarks.

6. Confidentiality Obligations

The term “Confidential Information” shall mean any and all information which is disclosed by either party to the other verbally, electronically, visually, or in a written or other tangible form which is either identified or should be reasonably understood to be confidential or proprietary, including but not limited to this Agreement and the terms, conditions and pricing contained herein. Company’s Confidential Information includes, but is not limited to, Company’s proprietary technology, Company trade secrets, computer programs, software, formulas, data, designs, know-how, inventions, techniques, marketing plans, documentation, strategies, and forecasts. 

Customer’s Confidential Information includes, but is not limited to, customer Data, financial data, personnel records, marketing information and any other data or information in any form relating to the business affairs of customer. 

7. Fees

By selecting a product or service, you agree to pay Company the monthly subscription fees indicated (additional payment terms may be included in other communications). Subscription payments will be charged on a pre-pay basis on the day you sign up for an Upgrade and will cover the use of that service for a monthly subscription period as indicated. Payments are not refundable.

Automatic Renewal. Unless you notify Company before the end of the applicable subscription period that you want to cancel a subscription, your subscription will automatically renew and you authorize us to collect the then-applicable annual or monthly subscription fee for such subscription (as well as any taxes) using any credit card or other payment methods we have on record for you. Upgrades can be canceled at any time by submitting your request to Company in writing.

Fees and Payment. By signing up for a Services account you agree to pay Company the applicable setup fees and recurring fees. Monthly subscription and applicable fees will be invoiced and to be paid to Company prior to the first day your services are established and in advance of using such services. Company reserves the right to change the payment terms and fees upon thirty (30) days prior written notice to you. Services can be canceled by you at any time on thirty (30) days written notice to Company.

Support. Service includes access to email support. “Email support” means the ability to make requests for technical support assistance by email at any time (with reasonable efforts by Company to respond within three business day). All support will be provided in accordance with Company standard services practices, procedures, and policies. Company will use commercially reasonable efforts to make the included Products and Services each available with a monthly uptime percentage of at least 99%. This will account for planned and announced maintenance and system updates.

8. Customer Restrictions

Customer will not: distribute, license, loan, or sell the Software or other content that is contained or displayed in it; modify, alter, or create any derivative works of the Software; reverse engineer, decompile, decode, decrypt, disassemble, or derive any source code from the Software; remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Software; upload, post, reproduce or distribute any information, software, or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights. 

9. Termination

9.1 Termination on Notice. Customer may terminate this agreement for any reason on 30 days’ notice to Company. 

9.2 Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and the failure, inaccuracy, or breach continues for a period of 30 days’ after the injured party delivers notice to the breaching party reasonably detailing the breach.

9.3 Termination for Failure to Pay. Company may terminate this agreement with immediate effect by delivering notice of the termination to Customer if Customer fails to pay the monthly Subscription Fee on time 3 times over any 12 month period. 

10. Effect of Termination

10.1 Pay Outstanding Amounts.Customer shall immediately pay to Company all amounts outstanding as of the date of, and any amounts outstanding as a result of, termination.

10.2 Discontinuance of Use. Customer shall cease all use of the Service upon the effective date of the termination.

10.3 Recovery of Data. Customer will have 30 days from the date of termination to retrieve any of data that Customer wishes to keep.

11. Indemnification

11.1. Indemnification by Company.

  1. Indemnification for Infringement Claims. Company shall indemnify Customer against all losses    and expenses arising out of any proceeding brought by a third party, and arising out of a claim that the Service infringes the third party’s Intellectual Property rights.

11.2. Notice and Failure to Notify

  1. Notice Requirement. Before bringing a claim for indemnification, Customer shall notify Company of the indemnifiable proceeding, and deliver to Company all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.
  2. Failure to Notify. If the Customer fails to notify Company of the indemnifiable proceeding, Company will be relieved of its indemnification obligations.

11.3. Exclusive Remedy. Customers’ right to indemnification is the exclusive remedy available with respect to a claim of indemnification.

12. Limitation on Liability

12.1. In the event of any misuse or suspicion of misuse of the Login Details, the Customer must notify Company immediately, so that the latter can take action.

12.2. Neither party to this agreement shall be liable for special, incidental, indirect or  consequential damages arising out of this agreement (Under any theory including but not limited to negligence, contract or strict liability), even if the party has been advised of possibilities of such damage.

12.3. The liability of Company to the Customer, on whatever ground (including failure to comply with a warranty obligation), shall be limited to the subscription fees paid by the Customer, or up to a maximum of SGD 1,000 per event (whichever is lower), including any GST whereby a series of connected events shall be considered a single event.

12.4. Any limitations of liability included in these Terms of Service do not apply if and insofar as the damage in question was caused by an intentional act or omission or willful recklessness on the part of Company.

13. General Provisions

13.1 Entire Agreement. This agreement represents the entire understanding between the parties with respect to its subject matter and supersedes any previous communication or agreements that may exist.

13.2 Amendment. This agreement can be amended only by a writing signed by both parties.

13.3 Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement with the other party’s written consent.

13.4.  Notices

  1. Method of Notice. The parties shall give all notices and communications between the parties in writing by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, (iv) electronic mail] to the party’s address specified in this agreement, or to the address that a party has notified to be that party’s address for the purposes of this section.
  2. Receipt of Notice. A notice given under this agreement will be effective on the other party’s receipt of it, or if mailed, the earlier of the other party’s receipt of it and the fifth business day after mailing it. 

13.5. Governing Law. This agreement shall be governed, construed, and enforced in accordance with the laws of the Republic of Singapore, without regard to its conflict of laws rules.

13.6. Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

13.7. Waiver. The failure or neglect by a party to enforce any of rights under this agreement will not be deemed to be a waiver of that party’s rights. 

13.8 Force Majeure. A party shall not be liable for any failure of or delay in the performance of this agreement for the period that such failure or delay is beyond the reasonable control of a party, materially affects the performance of any of its obligations under this agreement, and could not reasonably have been foreseen or provided against, but will not be excused for failure or delay resulting from only general economic conditions or other general market effects.

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