TERMS AND CONDITIONS

These Terms and Conditions [which, along with one or more ordering documents for services signed by you and Innovation Syndicate LLC, a California limited liability company doing business as Booking-Agent.io (each an “Order”) constitute the “Agreement”] is entered into effective as of such Order signature date (the “Effective Date”). The Agreement refers to your company as “you” or “your,” and Innovation Syndicate LLC and our affiliates as “us,” “we,” or “our.” The Agreement contains the terms and conditions under which we will provide software services to you on a subscription basis, as well as related services such as support, maintenance, onboarding, and implementation (the “Services”).  It shall control over any different or additional terms of any purchase order or other non-Booking-Agent.io ordering document, and no terms in any such document shall apply to the Services. If a term in the Sections of this Agreement conflicts with an Order, this Agreement shall control.

This Agreement is effective as of the date you first click “I agree” (or similar button or checkbox) or use or access the Services, whichever is earlier (the “Effective Date”). This Agreement does not have to be signed to be binding. You indicate your assent to this Agreement by clicking “I agree” (or similar button or checkbox) at the time you register for the Services, create a Booking-Agent.io account, or place an Order.

1. Description of Services.
2. Order. The Services and their pricing are described booking-agent.io/pricing , which is incorporated by reference. Each party represents and warrants it has the legal authority to enter into this Agreement.
3. Professional Services.  If you decide to purchase specific professional services such as customization or other consultation services, the terms and conditions of such services will be defined in a separate Professional Services Agreement and Statement of Work.
4. Support and Maintenance.  These standard Services may be product support, enhancements, modifications, updates, corrections or a subsequent release or version of the Services we generally make available to our customers under our Tech Support Services incorporated by reference at booking-agent.io/pricing
5. Tools. We may use tools, software, and utilities (“Tools”) to administer the Services and help resolve your requests. Except as necessary for such functions, the Tools do not collect, report, or store any data received from you (“Customer Data”) residing in the Services.
6. Statistics. We may use data that is aggregated or otherwise anonymous and compile statistical, performance, and benchmarking information related to the Services, but we do not incorporate Customer Data or your Confidential Information (as defined in Section 9). We retain exclusive ownership and rights in such statistics. We may, however, access Customer Data submitted to the Services for the purpose of training and improving the Services and any other of our current and future features, products and/or services, or offerings, namely (i) building, analyzing, reviewing, running, training, testing and improving algorithms and artificial intelligence and machine learning models to be used in the aforementioned offerings and (ii) performing analyses on the Customer Data (collectively, the “Data Science Program”).

1. Warranty.  We warrant the Services are accessible under normal and proper use. You agree to notify us in writing within forty-eight (48) hours after your inability to access the Services and provide sufficient detail so we may investigate. If we determine the Services cannot be accessed under normal use, you may recover a portion of fees paid as your exclusive remedy and our sole liability.
2. Customer Data. You hereby grant us a worldwide, non-exclusive, fully paid-up license to display, modify, and otherwise use the Customer Data solely to enable you to use the Services. Solely with regard to the Data Science Program, you hereby grant us a perpetual, irrevocable, worldwide, non-exclusive, fully paid-up license to perform and compile analyses of the Customer Data for use and incorporation into our current and future products or services as described in Section 1E. 

We will protect any Customer Data as Confidential Information in accordance with Section 9. It is your sole obligation to (a) inform third parties of the use, processing or transfer of Customer Data; (b) ensure that such third parties have given their consent as required by all applicable data protection laws; and (c) ensure the accuracy, quality, integrity, legality, reliability, appropriateness, and the copyright and other intellectual property rights of all Customer Data. Our practices concerning the privacy of Customer Data is in our Privacy Policy incorporated herein by reference at [Please provide the link to the Booking-Agent.io Privacy Policy]. We use various technologies and practices to protect payment information, which are reviewed and updated on an ongoing basis. We will defend and indemnify you from any claims and liabilities resulting from an unauthorized disclosure of personal information (a person’s name, telephone number, physical address, e-mail address, payment information or method, or password) solely caused by our gross negligence or misconduct.

3. Your License to Access the Services. We grant you, during the period specified in the Order for accessing the Services (the “Term”), a nontransferable, non-exclusive, limited license to use the Services solely for your internal business operations under this Agreement and the pertinent Order. We exclusively own all right, title and interest in all information, content, and intellectual property rights related to the Services and our web site as our Confidential Information and we reserve any rights not expressly granted. With regard to the Services, you agree to not (a) modify, disassemble, decompile, or reverse engineer any part, including without limitation related software or another customer’s data; (b) copy or reproduce any part; (c) access or use any other customer’s data; (d) breach any security measure we provide; (e) reduce or impair accessibility; (f) direct anyone to enter cardholder or payment data anywhere except encrypted fields which provide data security; (g) remove any copyright, trademark, or other proprietary rights notices; or (h) use the Services for any purpose that may (i) harass or cause damage to any person or property; (ii) display content that is false, defamatory,  obscene, or offensive; (iii) promote racism or hatred; (iv) constitute unsolicited bulk e-mail, junk mail, or spam; (v) infringe intellectual property, privacy, or other third party rights; or (vi) violate any applicable law. Upon any violation, we may remove or disable access to any prohibited material and/or terminate the license and Services, and you agree to defend and indemnify us for any related claims. 
4. Payment. Invoices itemize any Services, overages, and taxes or other governmental charges. Our pricing policy is incorporated at booking-agent.io/pricing. We accept payment by PayPal, Stripe, credit card, and other means we may specify on our web site from time to time. Suspension of Services due to nonpayment does not waive any payment obligation. If an account is sixty (60) days or more past due, (a) any unpaid amounts in the Order accelerate and are immediately due and payable (after full payment, restoration of Services for the remainder of the Term may be requested) and (b) we reserve the right to permanently delete any Customer Data.

You agree to notify us (a) if any credit card or other payment information you provided us changes or expires (and we will make appropriate updates) or (b) If you believe your account is no longer secure (such as in the event of a loss, theft or unauthorized disclosure, or use of your ID, password, or any credit card number).

5. Term and Termination.
6. Term; Automatic Renewal. The Term commences on the Effective Date and is an ongoing monthly subscription. The subscription automatically renews monthly on the first day of each month unless we have received a cancellation email as described in Section 4 (Payment).
7. Termination by Either Party. You may terminate your subscription at any time by contacting us via email at booking-agent.io; your subscription will terminate at the end of the month for which you have paid, and you will not receive any refund for any unused days of such subscription term due to our substantial up-front investment of time and resources in implementing the Services. We may terminate your subscription for convenience upon thirty (30) days’ notice to you via email. Either party may terminate this Agreement and the Order (a) immediately if the other party ceases doing business in the normal course or becomes the subject of a bankruptcy proceeding or (b) upon the other party’s breach that is not cured within thirty (30) days of written notice specifying the breach in detail. If you are the breaching party, we reserve the right to immediately suspend your access and use of the Services during such cure period.
8. Effect of Termination. Upon any termination of the Order, all right to access and use the Services immediately ceases. If you are not in breach of this Agreement or an Order, upon receiving your written request within ninety (90) days after termination, we will make available to you a file of your Customer Data then in our possession. We assume no obligation to retain Customer Data more than ninety (90) days following termination and we may in our sole discretion permanently delete it. The following provisions survive any termination: Sections 1D, 1E, 1F, 2, 4, 5C, 6, 7, 8, 9, 10, 11, 12, 14, 15, and 16. 
9. Disclaimer of Warranties. EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 1(F) ABOVE, ALL SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, NON-INFRINGEMENT, AND THE RESULTS OBTAINED THEREBY. YOU ACKNOWLEDGE WE DO NOT CONTROL OR HAVE RESPONSIBILITY FOR TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES SUCH AS THE INTERNET AND THAT SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER FACTORS INHERENT IN USING SUCH FACILITIES.
10. Limitation of Liability. NEITHER PARTY IS LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY DAMAGES FOR LOSS OF DATA, REVENUE, PROFITS, (EXCLUDING FEES UNDER THIS AGREEMENT), OR ECONOMIC ADVANTAGE RELATED TO THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF THE PARTY FROM WHICH DAMAGES ARE SOUGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDING CLAIMS BASED ON GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF INNOVATION SYNDICATE LLC EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY YOU TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above exclusions may not apply to you.
11. Indemnity. You agree to defend, indemnify, and hold us harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees and costs) (a “Loss”) related to your (a) use of the Services, (b) interaction with your customers or other third parties, or (c) breach of this Agreement. We will notify you promptly of any Loss and provide you with reasonable assistance, at your expense, in defending any such Loss. This indemnity is applicable without regard to the negligence of any party, including any indemnified party.
12. Confidentiality.
13. Confidential Information. Each party (the “Receiving Party”) may have access to information that is confidential to the other party (“Confidential Information” and the “Discloser”). This includes any information clearly identified in writing at the time of disclosure as confidential. You and we agree that one example of ours is any software and other Material.

Confidential Information does not include information that (a) is or becomes a part of the public domain through no act or omission of the Receiving Party; (b) was in the Receiving Party’s lawful possession prior to the disclosure and had not been obtained directly or indirectly from the Discloser; (c) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; or (d) is independently developed by the Receiving Party without reference to the Discloser’s Confidential Information.

1. Non-disclosure and Restricted Use. The Receiving Party agrees to (a) use reasonable care to prevent disclosure of Confidential Information to any third party for a period of three (3) years from the date it accesses it and (b) use Confidential Information only for the purposes of this Agreement. Notwithstanding the foregoing, you agree that we may disclose your Confidential Information to our third-party providers to the extent necessary to provide the Services, provided that we have a non-disclosure agreement in place with them that is no less protective than this Agreement. A disclosure of any Confidential Information, either (a) in response to a valid order by a court or governmental body having proper jurisdiction, or (b) as otherwise required by law, is not a breach of this Agreement or a waiver of confidentiality for other purposes, but the Receiving Party shall provide prompt prior written notice to the Discloser to enable the Discloser to seek a protective order or otherwise prevent or limit such disclosure.
2. Your Responsibilities.  You agree (i) to provide us assistance, information, and materials reasonably required for the Services (collectively, the “Customer Materials”); (ii) that the Customer Materials are accurate and complete and may be relied upon without verification; (iii) to ensure your use of the Services complies with this Agreement, (iv) to obtain any consents required for the Services, and (v) to ensure your network and systems comply with specifications we provide you (we are not responsible for your network connections or any related conditions). 
3. Notices. The parties to this Agreement may give notice by email, or first-class mail or pre-paid post, to the other party’s email or mailing address on record in our account information. You consent to receive electronic communications and agree (a) that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communication be in writing; (b) to the use of electronic signatures, contracts, orders, and other electronic delivery of notices, policies, and records of transactions initiated or completed by us or via our web site. To the full extent allowed by law, you hereby waive any rights or requirements under any laws which require an original signature or conducting transactions by other than electronic means.
4. Force Majeure. Neither party is responsible for failure or delay of performance if caused by an act of God, terrorism, telecommunication outage not caused by the obligated party, or other event outside the reasonable control of the obligated party that makes its performance impossible or impracticable. Each party will use all reasonable efforts to mitigate the effect. If such delay or failure continues for more than ninety (90) days, either party may cancel the unperformed obligation upon written notice. This does not excuse a party’s duty to follow its normal disaster recovery procedures or your obligation to pay for the Services.
5. Publicity. We may list you as a customer and your logo on our website. 
6. Links to Third Party Web Sites. The Services or the Booking-Agent.io web site may contain links to other parties’ web sites (the “Linked Sites”). We do not review their content or management, and we are not responsible for them. Our inclusion of any Linked Site does not mean we endorse it. Your interaction with any Linked Site is at your sole risk.
7. Submissions. We welcome your participation in the community resources of our website Booking-Agent.io (the “Site”), which includes without limitation blogs and other Blogs on our website (collectively, the “Blogs”). It is important that you be aware that, unless otherwise expressly provided in writing on the Site or in a standalone written agreement between us and you, if you send or submit any message, comment, content, or any other information in whatever form (“Submission”), it shall become the exclusive property of Innovation Syndicate LLC, a California limited liability company. No Submission will be subject to any confidentiality obligation on our part, and we shall have no liability for any use or disclosure of any Submission. We will have sole and exclusive ownership of all existing and future rights to the Submission worldwide and may use the Submission for any purpose in our sole discretion, without compensation to any party providing the Submission. By your Submission, you assign (or warrant that the owner of such rights has expressly assigned) to us the worldwide, perpetual, exclusive right to use your Submission in its original or edited form, in any medium (now known or later devised). You also warrant that you own or otherwise control all rights to the Submission and that the posting and use of the Submission by us will not infringe any rights of any third party. Additionally, you warrant that any moral rights in the Submission have been waived.

Unless provided otherwise in a standalone written agreement between us and you, you will not be compensated for any Submissions. You agree that we may publish or otherwise disclose your name (to the extent you have posted your name or user name) in connection with your Submissions. 

Information on Blogs comes from a variety of contributors, some of whom may use anonymous names and are not otherwise connected with Innovation Syndicate LLC. You acknowledge that within the large volume of information in our Blogs, contributors might make statements that are inaccurate or misleading. 

We do not endorse, sanction or verify, and specifically disclaim responsibility or liability for, any Submissions. We have no obligation to respond to any Submissions, and we reserve the right, but undertake no duty, to review, edit, move, or delete, in our sole discretion and without notice, any material posted by users on the Site.

16. General Provisions. This Agreement is governed by California law and controlling U.S. federal law, with exclusive jurisdiction in the state courts of Los Angeles County, California and federal courts of the Central District of California. The Uniform Computer Information Transactions Act, the United Nations Convention on the International Sale of Goods, and choice of law rules are expressly excluded. This Agreement and information incorporated by written reference, such as in a URL or referenced policy (which may be revised from time to time in our sole discretion), together with the Order, represent the parties’ entire understanding relating to this Agreement’s subject matter and supersedes all prior or contemporaneous oral or written agreements, representations, or negotiations. Amendments require the parties’ written consent. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be construed to reflect its intentions, with all other provisions remaining in full effect. No joint venture, partnership, employment, or agency exists between the parties due to this Agreement or the Services. You may not assign this Agreement without our prior written approval. Either party’s failure to enforce any right or provision is not a waiver unless agreed by such party in writing. Except for actions for nonpayment or breach of our proprietary or intellectual property rights, no action of any kind relating to this Agreement or Services may be brought more than two (2) years after the cause of action accrued.