Términos y condiciones

Revinate, Inc.
Terms and Conditions
Updated May 25 2018

Welcome to Revinate’s hospitality management services (the “Services”). Revinate provides the Services to hotels, restaurants and other hospitality businesses (“Customers”) and their guests. In these terms “you” refers to the Customer, Customer personnel using the Services (“Users”), or guests using the Services, as appropriate. By subscribing for and/or using the Services, you agree to these terms. Please read them carefully.

1               Account Terms

1.1           Subscribing. Customers subscribe for Services by executing a Service Order Form with Revinate. The Service Order Form lists the Services start date and the initial term of the Customer’s subscription. Except as otherwise set forth on a Service Order Form, this Agreement will automatically renew for a period equal to the initial term unless either party notifies the other in writing of its intent not to renew at least thirty (30) days prior to expiration of the then-current term.

1.2           Resellers. If a Customer subscribes for Services through an authorized reseller: (a) Customer will pay reseller all fees charged by the reseller for the Services and no payments will be due from Customer to Revinate, (b) Revinate makes no warranties regarding the Services, Third Party Content or any other aspect of the Services, (c) any warranties made by reseller are solely those of reseller and not Revinate, and (d) Revinate’s indemnification obligation in Section 6 will not apply to Customer. Customer’s remedies with respect to any issues Customer may have regarding the Services will lie solely with the reseller and as such, Customer must contact the reseller. Customer agrees that Revinate may suspend or terminate Customer’s and its Users’ accounts or their right to receive the Services at the reseller’s instructions, including any instruction based on Customer’s failure to pay the reseller any amounts owed by Customer to reseller for the Services.

1.3           Security. You are responsible for maintaining the security of your account and password, and are responsible for all activities conducted using your account and password. Revinate cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.

2               Use Restrictions

2.1           Appropriate Use of Services. You may not: (a) license, sublicense, sell, resell, transfer, assign, or distribute the Services; (b) modify or make derivative works based upon the Services; (c) introduce software or automated agents or scripts to the Services so as to produce multiple accounts, generate automated searches, requests and queries, or strip, scrape, or mine data from the Services; (d) frame, mirror or reverse engineer the Services; or (v) overload the Revinate systems used to provide the Services.

2.2           Guest Communications. Certain Services permit Customers to send email, SMS and other messages to their guests. The sending of commercial messages is regulated by law, including CAN-SPAM and the Telephone Consumer Privacy Act in the United States. SMS messaging is further regulated by mobile service carriers and by the policies and best practices of the Mobile Marketing Association and the CTIA, which collectively impose requirements regarding the integrity of SMS content and compliance with acceptable use policies. Customer is responsible for complying with all applicable laws, published rules and policies regarding communication with its guests. Customer represents and warrants that it has obtained written or electronic opt-in permission from each guest to send messages to that guest. If a guest opts out of a specific form of messaging from Customer (e.g. SMS), Customer will update the Services accordingly.

2.3           Use of Proprietary Third Party Content. You may not modify, republish, reproduce, post, transmit, sell, offer for sale, or redistribute Third Party Content (as defined in section 3.4) without the prior written permission of Revinate and if applicable, the rights holder of Third Party Content (such as industry research data). You must abide by all copyright notices, information, or restrictions related to any Third Party Content.

2.4           Personal Data Protection. Where personal data is transferred outside the European Economic Area, a Customer may need a Data Protection Agreement (“DPA”) in place with its subprocessors to ensure an adequate level of protection for the transferred data. Revinate’s DPA is called our “GDPR Addendum” and can be found here: https://learn.revinate.com/subprocessor/revinate-gdpr-addendum. Please email support@revinate.com if you cannot access this document.

3               Ownership Rights.

3.1           Ownership of Services. The Services (including all Software and Revinate Confidential Information used to provide the Services) belong to Revinate and its licensors (if any). Even if the terms “purchase” and “sale” are used, you do not receive ownership rights in the Services and have only those license and use rights in this Agreement.

3.2           Ownership of Customer Confidential Information. Customer Confidential Information belongs to Customer (or the person or other entity from whom Customer received information). Nothing in this Agreement assigns any rights in that information from you to Revinate.

3.3           Ownership of Respective Trademarks. You may not use the Revinate name, logo or other marks without Revinate’s prior written consent, and Revinate may not use your name, logo or other marks without your prior written consent. Ownership of all such marks and the goodwill associated therewith remains with the owner.

3.4           Ownership of Content Received from Third Parties. Revinate gathers, stores, analyzes, displays and uses a variety of information, such as: (a) publicly available reviews and hotel rankings posted on third party web sites, feedback and information provided by guests at Customer facilities, posts from social media sites and forums, news articles, blog posts, photos and videos, and (b) commercially available data regarding hospitality businesses and guest travel and hospitality trends, such as hotel occupancy rates and rate metrics, marketing engagement data and guest travel information (collectively “Third Party Content”). Some Third Party Content is public information (such as online hotel reviews) and other Third Party Content is proprietary to its creators (such as industry research data). Third Party Content may be owned by the people or entities that publish the content, or by other parties.

4               Confidentiality.

4.1           Personal Data. Revinate will protect Personal Data regarding individuals as described in Revinate’s Privacy Policy (the term Personal Data is defined in the Privacy Policy).

4.2           Confidential Information. Subject to the limitations in the next paragraph, all information disclosed by Customers to Revinate or by Revinate to Customers during the term of this Agreement, whether in oral, written, graphic or electronic form, is considered “Confidential Information”.

4.3           Exceptions. Confidential Information does not include information which: (a) is part of the public domain at the time of disclosure; (b) becomes a part of the public domain through no fault of the receiving party or persons or entities to whom the receiving party has disclosed, transferred or permitted access to such information; (c) becomes available to the receiving party on a non-confidential basis from a source legally entitled to share the information without confidential treatment; (d) is independently developed by the receiving party without use of or access to the disclosing party’s Confidential Information; or (e) is released from the confidentiality obligations herein by written consent of the disclosing party. For example, Customer’s guest list is Customer’s Confidential Information and will be protected as provided below. Individual guests may post online reviews on third party sites such as Tripadvisor regarding their hotel visits. The names of such guests and their reviews are Third Party Content and not Customer Confidential Information.

4.4           Nondisclosure. Revinate and each Customer agree that during the term of this Agreement and for a period of three years following termination of this Agreement (and indefinitely as to trade secrets of the disclosing party), neither will disclose any Confidential Information of the other party to any person or entity except: (a) to agents of the receiving party who have a need to know such information, who have been informed of the receiving party’s confidentiality obligations under this Agreement and who are subject to confidentiality agreements with the receiving party at least as protective of the disclosing party’s Confidential Information as this Agreement, or (b) pursuant to the terms of a valid and effective subpoena or court order, provided that the receiving party immediately notifies the disclosing party (to the extent permitted) of the existence, terms and circumstances surrounding such a request so that the disclosing party may seek appropriate protective action. Neither party may use the other party’s Confidential Information in any directly competitive manner or for any purpose other than to exercise its rights and comply with its obligations under this Agreement.

5               Payment and Pricing Terms.

Customer will pay Revinate in the currency described on an Order Form (or US Dollars if not specified) the fees in the amounts and at the times specified on the Service Order Form. Unless otherwise stated, all fees are due on receipt of the Revinate invoice, and all fees are non-cancelable and non-refundable. Overdue balances by 30 days or more are subject to a service charge equal to the lesser of 1.5% per month or the maximum legal interest rate allowed by law. Customer will be responsible for any sales, use, value added, excise, property withholding or similar tax and any related tariffs, and similar charges, except taxes based on Revinate’s net income. If Customer is required to pay any such taxes, Customer shall pay such taxes with no reduction or offset in the amounts payable to Revinate hereunder. If an applicable tax authority requires Revinate to pay any taxes that should have been payable by Customer, Revinate will advise Customer in writing, and Customer will promptly reimburse Revinate for the amounts paid. Revinate may suspend the Services until all undisputed payments are received.

6               Indemnification.

6.1           By Customer. Customer will indemnify, defend, and hold harmless Revinate, its parents, subsidiaries, affiliates, officers, directors, employees, consultants, and agents (the “Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys’ fees) (together, “Claims”) brought by third parties (including Users) arising from or relating to (a) any information Customer or any User submits, posts, or transmits through the Services or any other act or omission of Customer or any User in connection with the Services, (b) Customer’s, or any User’s, grossly negligent use or intentional misuse of the Services, (c) Customer’s, or any User’s, breach of its material obligations under this Agreement, and (d) Customer’s, or any User’s, violation of any rights of any other person or entity arising out of or related to the use of the Services.

6.2           By Revinate. Revinate at its own expense will defend or settle any claims, actions and demands brought by third parties against Customer and its Indemnitees where the third party expressly asserts that the Services: (i) infringe such third party’s trademark or copyright arising under the laws of the United States, or (ii) Revinate misappropriated such third party’s trade secrets in the development of the Software (collectively, “Claims”). Revinate will conduct the defense of any such Claim, any related proceedings and actions, and all negotiations for settlement or compromise of the same. Customer may in its discretion participate in the defense of any such Claim and any related proceedings and actions at Customer’s expense. The foregoing obligations are conditioned on Customer notifying Revinate promptly in writing of such action, giving Revinate sole control of the defense thereof and any related settlement negotiations, and cooperating in such defense. If the Services become, or in Revinate’s opinion are likely to become, the subject of an infringement or misappropriation Claim, Revinate may, at its option and expense, either: (a) procure for Customer the right to continue exercising the rights licensed hereunder; (b) replace or modify the Services so that they become non-infringing and remain substantially functionally equivalent; or (c) refund to Customer any advance fees paid by Customer to Revinate for periods during which Customer is unable to use the affected Services due to such Claim and terminate this Agreement. Notwithstanding the foregoing, Revinate will have no obligation under this Section or otherwise with respect to any infringement or misappropriation Claim based upon: (w) any unauthorized use or distribution of the Services by Customer or any of its Users; (x) any use of the Services in combination with other products, software, or data not supplied by Revinate; (y) any modification of the Services by any person other than Revinate or its authorized contractors; or (z) any Third Party Content, or the collection, storage or provision of Third Party Content. This Section states Revinate’s entire liability, and Customer’s sole and exclusive remedy, for infringement and misappropriation claims and actions.

6.3           Settlement of Claims. Neither Customer nor Revinate may settle or compromise any Claim that requires the other party to pay any amount, or take any action, without the other party’s prior written consent.

7               Representations and Warranties; Warranty Disclaimer.

7.1           Authority. Each of Revinate and Customer represents and warrants that: (a) it has the full right, power and authority to enter into and perform this Agreement; (b) the person signing this Agreement on its behalf is a duly authorized representative of such party who has in fact been authorized to execute this Agreement; (c) its entry herein does not violate any other agreement by which it is bound; and (d) it is a legal entity in good standing in the jurisdiction of its formation and shall continuously be in good standing in the jurisdiction of its formation.

7.2           Compliance with Laws. You represent and warrant that your use of the Services will comply with all applicable laws, ordinances, rules, regulations, directives and guidelines applicable to your use of the Services (collectively “Laws”) including, without limitation, all data privacy and processing Laws.

7.2           Guest Information. Each Customer that uses Revinate’s guest-facing Services represents and warrants to Revinate that it has authority from its guests to provide to Revinate the names, email addresses, telephone numbers and other information of such guests in order to provide those Services. Revinate may republish or distribute guest-provided information (excluding Customer Confidential Information) to third parties in accordance with the Terms of Service and the Privacy Policy.

7.3           Revinate and its suppliers provide the services “as-is” and “as available” and disclaim all warranties of any kind not provided here, whether express, implied, or statutory.

8               Limitations of Liability.

8.1           Without limiting claims arising from your breach of Revinate’s intellectual property rights in the Services, in no event will Revinate or you be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data, or other intangible losses that result from the use of, inability to use, or unavailability of the Services.

8.2           Under no circumstances will Revinate be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Services or your Revinate account, or the information contained therein.

8.3           Without limiting Customer’s obligation to pay fees for Services performed or claims arising from your breach of Revinate’s intellectual property rights in the Services, to the maximum extent permitted by applicable law, the total liability of Revinate and Customer pursuant to this Agreement is limited to the fees paid or payable by Customer to Revinate within the preceding six (6) months. The total liability of Revinate to a user is limited to $500 or the minimum amount permitted by applicable law.

8.4           This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Revinate or you has been advised of the possibility of such damage. The foregoing limitations of liability will apply to the fullest extent permitted by law in the applicable jurisdiction.

9               Termination

9.1           Termination for Cause. Revinate or Customer may terminate this Agreement for a material breach by the other party if, within 30 days after receiving notice of the non-breaching party’s intent to terminate, the breaching party fails to cure such material breach. If Customer terminates this Agreement for any other reason, Customer will be responsible for paying any remaining contracted fees that would have been due during the term if Customer had not terminated.

9.2           Termination by Users. Users may terminate this Agreement at any time by ceasing to use the Services.

9.3           Effect of Termination; Survival. Immediately on termination of this Agreement, Customer shall cease all use of the Services. The sections entitled Ownership, Confidentiality, Indemnification and Limitations of Liability will survive the termination or expiration of this Agreement for any reason.

10            Amendment of These Terms

Revinate may amend this Agreement from time to time by posting an amended version at its website and providing you notice thereof. Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”). However, if you are a Customer and give Revinate written notice of rejection of the amendment prior to the Proposed Amendment Date, this Agreement will continue under its original provisions, and the amendment will become effective at the start of the next term. If you are a User and object to any such changes, your sole recourse will be to discontinue use of the Services. A User’s continued use of the Services following the Proposed Amendment Date shall constitute acceptance of such changes. Revinate may amend the Privacy Policy at any time as set forth therein. Revinate reserves the right to modify, suspend, or discontinue the Services upon notice to Customer. Revinate shall not be liable should Revinate exercise its right to modify, suspend, or discontinue the Services. If, however, Revinate discontinues the Services, Revinate will refund to Customer any subscription fees Customer has prepaid for the period after which Revinate has discontinued the Services.

11            Miscellaneous

El presente Acuerdo se regirá por las leyes del estado de California sin dar efecto a los principios de conflictos de leyes que puedan requerir de la aplicación de la ley de otra jurisdicción. En caso de controversias o procedimientos derivados del presente Acuerdo, o relacionados con él, acepta presentarse en la jurisdicción de los tribunales estatales ubicados en el condado de San Francisco, California, y en los tribunales federales del distrito norte de California. Así mismo, acepta que el distrito designado será ese. El hecho de que Revinate no ejerza o haga cumplir algunos de los derechos o las disposiciones del presente Acuerdo no representará una exención a dicho derecho o disposición. Estos términos, la Política de privacidad y el Formulario de pedido de servicio (en caso de que corresponda) representan la totalidad del acuerdo entre usted y Revinate, y rigen el uso que usted hace de los Servicios. Además, reemplaza todo acuerdo previo entre usted y Revinate (incluidas las versiones anteriores de dichos términos, aunque sin limitarse a ellas).