SOFTWARE AS A SERVICE AGREEMENT
By accepting this Agreement, either by clicking on the START button, or by using our Services, you agree to follow and be bound by the terms and conditions of this Agreement. This Agreement also applies to the Free Trial period. If you do not agree with the terms and conditions of this Agreement you must not accept this Agreement and cannot use our Services.
Maxibooking.com is Software as a service (SaaS) offered by Maxibooking Limited.
Maxibooking – Maxibooking Limited, software as a service provider.
You / Customer – individual, company or other legal entity entering into this Agreement to receive Services.
Parties – Maxibooking and You / Customer.
Services – services provided by Maxibooking that consist of system administration, system management and system monitoring that Maxibooking performs with respect to Maxibooking Software and that include the right to access and use Maxibooking Software.
Maxibooking Software — software owned by Maxibooking to which Maxibooking grants you the access as part of the Services including any program updates, user manuals and any other materials provided by Maxibooking as a part of the Services.
Personal Information — any information that can be used to identify an individual.
Personal Data shall mean any information relating to an identified or identifiable natural person.
2. PARTIES TO THE AGREEMENT
2.1. Contracting parties to this Agreement are Maxibooking and you / customer. Maxibooking provides software that allows accommodations and properties to manage their rooms and accommodations units, and to manage and process bookings. If you are accessing and or using the Services on behalf of a company or other legal entity, you confirm that you have the necessary authority to enter into this Agreement on behalf of such company or other legal entity.
2.2. You cannot access or use the Services provided under this Agreement if you are a direct competitor of Maxibooking or use the Services for any unauthorized activities including the distribution of spam.
2.3. When registering with Maxibooking you agree to provide accurate, complete and up-to-date information and to update such information in a timely manner if it changes.
3. SUBJECT OF THE AGREEMENT
3.1. Subject of this Agreement is the provision of access to and the right to use Maxibooking Software that is provided via Internet on a non-exclusive and non-transferable basis. Provision of Internet access does not form part of this Agreement. Additional rights especially in relation to Maxibooking operating systems or software applications are not granted.
4. RIGHTS OF USE
4.1. You have the right to use the Services in accordance to the terms of this Agreement, and do not have the right to use the Services in any other way that is not permitted by the terms of this Agreement.
4.2. You may use the Services for your own business use only. You are not authorized to copy or duplicate Maxibooking Software or any part thereof, sell, rent, license or otherwise provide access to Maxibooking Software without Maxibooking’s prior written consent. You cannot use the Services for the purposes of monitoring their availability, performance, functionality, or for any other comparative or competitive purposes. You cannot use automated or other data analysis and analytics tools, disassemble, decompile, reverse engineer, or otherwise attempt to modify or access Maxibooking Software source code or any part thereof including any related or associated infrastructure.
4.3. Maxibooking software, trademarks, trade names, and all other objects that are or may reasonably be considered to be subjects of Maxibooking intellectual property rights, Maxibooking trade secrets, and their derivatives are recognized as exclusive property of Maxibooking. Provision of Services does not constitute a sale, provision, or transfer of any intellectual property rights from Maxibooking to anyone.
4.4. To protect all customers, Maxibooking reserves the right, in its sole discretion, to disable and disconnect customer accounts, where Maxibooking believes those accounts misuse or overload Maxibooking Software.
5. RIGHTS AND OBLIGATIONS
5.1. Maxibooking agrees to provide Services in accordance with the terms of this Agreement.
5.2. Maxibooking has the right to unilaterally amend this Agreement including any part thereof and including without limitation to change prices and tariffs for Services, change formulas used for calculating the prices and tariffs for Services. It shall be sufficient notification of such amendments and changes to publish information about them on its website (https://maxi-booking.com) 14 (fourteen) days prior to such amendments and changes coming into force. Your continued use of the Services following the effective date of any such amendments and changes may be relied upon by Maxibooking as your consent to such amendments and changes.
5.3. Maxibooking may from time to time, at its sole discretion, perform system maintenance, update and modify the content, user interface and functionality of Maxibooking Software. Such may lead to interruptions in the provision of the Services and their availability.
5.4. In the execution of its obligations under this Agreement, Maxibooking has the right to engage and involve third parties.
5.5. You agree to take all necessary actions to ensure security of your own Internet access, ensure safe and confidential storage of your passwords, logins and user names, prevent any unauthorized use and access to them, use secure passwords, maintain up to date virus protection software on your devises, and be vigilant against spam, phishing and other attempts to gain unauthorized access to your account. You are solely responsible for all activities and actions that occur in your account under your password. You agree to be fully responsible for all information and data entered, processed and stored in your account. You agree that Maxibooking is not in any way responsible for the information and data entered, processed and stored in your account, and you agree to indemnify, defend and hold Maxibooking harmless from and against any claims arising from or in connection with the content and accuracy of the information and data entered, processed and stored in your account.
5.6. You accept full responsibility for information security risks. In the event of information security violation, you must immediately provide Maxibooking with all the information you have about the source and nature of the violation, and take the necessary measures to prevent unauthorized activities, including if necessary, suspending your use of Services until the cause of such violation has been eliminated.
5.7. You agree (a) to refrain from actions that could threaten, jeopardize or endanger the normal functioning of Maxibooking Software, (b) not to use Services to distribute spam or malicious software, and (c) not to use Personal Data without appropriate consent.
5.8. You agree to make payments for Services in a timely manner, to properly adhere to the terms and conditions of this Agreement, and not to transfer your rights and obligations under this Agreement to third parties.
5.9. Disclaimer of Warranty. Maxibooking gives no warranty about Maxibooking Software and Services. Access to Maxibooking Software and Services are provided “as is” and “as available” without warranty of any kind, whether oral, written, expressed or implied, including but not limited to quality assurance, non-infringement, merchantability, fitness for purpose and commercial value. Maxibooking is not responsible for and does not warrant availability, accuracy, or reliability of the information and data provided and available through the use of Services, including information and data that may lead to overbooking, and you agree to indemnify Maxibooking from any claims resulting from the supply by you of such information or data. Without limiting the foregoing, Maxibooking does not guarantee that all errors can be corrected, that the operation of Maxibooking Software and the provision of Services will be uninterrupted and error-free. You bear the risk of discrepancy between Maxibooking Software and Services and your wishes, expectations and needs. Maxibooking shall not be liable for any defects or deficiencies in Maxibooking Software that exist at the time when you enter into this Agreement or that arise during the validity period of this Agreement. Because some jurisdictions may not allow the exclusion of implied warranties to the scope described in the Agreement, the exclusion and limitation of warranty applies to the maximum extent permitted by law.
5.10. Limitation of Liability. Because provision of Services involves the use of third party communication channels, computer programs, software and hardware equipment, Parties agree that Maxibooking shall not be liable for delays, interruptions, loss of profits or any other damage or losses that may occur due to defects in computer programs, electronic or mechanical equipment or due to other objective technological reasons, as well as due to acts or omissions of third parties, discrepancies in data transmission, connection or power outages. With no limitation to the above, under no circumstances can Maxibooking’s liability exceed the amount that you have paid Maxibooking during the applicable tariff period. Under no circumstances shall Maxibooking, its shareholders, officers, employees, agents and affiliates be liable to you and/or any third party for the stoppage of production, business interruption, loss of data, loss of profits, or any other direct or indirect loses and their consequences, including those arising as a result of this Agreement, use of Services, improper use or misuse of Services, disruption in the provision of Services or the inability to use Services, regardless of availability of the notice on possible losses, or the possibility to predict or foresee losses in a particular situation. Parties agree that this paragraph 5.10. shall remain valid and shall continue in full force notwithstanding its review status or the status of an exclusive remedy. Parties acknowledge that prices for Services have been established and the Agreement concluded on the basis of these limitations of liability and that these limitations constitute the basis of the Agreement between the Parties. Because some jurisdictions may not allow the limitation of liabilities to the scope described in the Agreement, the limitation of liabilities applies to the maximum extent permitted by law.
5.11. Maxibooking shall not be responsible for any violations of the rights of third parties arising in connection with or as a result of you using the Services.
5.12. In the event if you use the Services to process Personal Information or Data, within the framework of this Agreement you are the operator of the Personal Data and are fully responsible for such processing in accordance with the law.
5.13. You are solely responsible for the information and data that you process, store and receive from your clients.
5.14. In addition to other provisions of this Agreement, you agree to hold harmless, defend, and protect Maxibooking from any third-party claims based on or arising out of your use of Services, or your violation of any provision of this Agreement.
5.15. Maxibooking uses external data centers. Information and data can be transmitted through foreign countries. Copies of information and data may be stored in foreign countries.
5.16. Maxibooking agrees to maintain Services provided under this Agreement available for use at least 99% of the time on an average annual basis, excluding the time needed for maintenance and software updates. If the period of availability of the Services is lower than the value determined by this paragraph you can request Maxibooking to proportionally reimburse you the costs that you have paid for Services in the applicable period. Any additional compensation, such as for loss of profits or the absence of additional services, is excluded.
5.17. Any comments, materials, letters in electronic form or otherwise, sent by you to Maxibooking, including comments, criticisms and suggestions may be considered by Maxibooking as non-confidential and free of any claims of ownership or proprietary or personal rights. Maxibooking has no obligations in their respect and may freely use, disclose, reproduce, display, edit, transform, reduce, develop and distribute them without any restrictions, and may freely use any ideas, concepts, know-how and techniques contained therein, including but not limited to the development, production and marketing of products and ideas, using such information without compensation or any other obligation to anyone including you. You agree that any information you receive from Maxibooking in relation to customers, business, operations, plans, finances, methods, processes, and any other information that may reasonably be considered as confidential information shall be confidential information. You agree not to disclose confidential information to third parties during the term of this Agreement and for three years after its expiration.
5.18. You agree to receive through the email address that you provide during registration, promotional and information materials relating to products and services of Maxibooking and its partners.
6.1. Services do not have a minimum mandatory period of use. You can use Services as long as you pay for them in a timely manner. The commencement date of the Agreement and the beginning of the provision of Services is the date you gain access to Services after you complete the necessary registration in Maxibooking system.
6.2. The Agreement may be terminated at any time by mutual consent of the Parties.
6.3. You can stop using the Services at any time without prior notice. Sums paid for the right to access and use the Services are not refundable.
6.4. Payments for Services are done on the prepayment basis. In the event when the prepayment for a new period is not made after the expiration of the previously prepaid period Maxibooking has the right, at its discretion, to fully or partially restrict access to the Services and functionality of the Services until the payment is received. In the event of a non-renewal of the use of the Services, Maxibooking has no obligation to keep and provide a copy of your account data. In case of non-payment after 30 (thirty) calendar days from the end of the last paid period, Maxibooking has the right to fully delete your account and all your account data without the possibility of recovery and is released from any obligations related to your account and your account data.
6.5. At any time Maxibooking has the right with or without notice to suspend or completely stop the provision of Services, including but not limited to a situation where Maxibooking could suffer loss.
6.6. Maxibooking has the right at any time unilaterally terminate this Agreement with immediate effect and terminate the provision of Services for any reason, including but not limited to such cases where: (I). the content you provide contains or promotes pornography or other similar materials and images, is misleading, contains insults, violence, racism or discriminatory content, contains any content that violates or contributes to the violation of intellectual property rights, contains defamatory statements about any organization, legal entity or physical person, pursues hooligan or fraudulent purposes, facilitates implementation of any dishonest transaction, contains software, which nature and actions correspond to the nature and actions of computer viruses or other components equated to them, contradicts the requirements of the current legislation; (II). terms of payments for Services have not been or are not being complied with; (III). if in Maxibooking opinion the continued provision of Services may cause damage to Maxibooking and/or cause malfunction of software or related infrastructure of Maxibooking or third parties.
7. SERVICE FEES
7.1. Service fees are calculated based on the number of rooms of your accommodation object (or if the accommodation object is a hostel, based on the number of separately sold accommodation units) and the chosen duration of the tariff period.
7.2. Maxibooking will invoice you in advance for the Services and access to the Services is only permitted after payment is received by Maxibooking.
7.3. Current prices for Services are the prices listed on https://maxi-booking.com. Prices do not include VAT and VAT will be applied where applicable.
7.4. All payments under this Agreement are set in Euro.
7.5. Service fees can be paid by debit or credit card and/or bank transfer.
7.6. Payment date is the date when the value is received by Maxibooking.
8. FREE TRIAL PERIOD
8.1. When you register with Maxibooking you get the Free Trial period during which the complete functionality of Services will be available to you. Duration of the Free Trial period is listed on https://maxi-booking.com.
8.2. Maxibooking has the right, at its discretion, to change the duration of the Free Trial period.
8.3. In the event you decide not to continue to use Services after the expiration of the Free Trial period, Maxibooking has the right to delete your account and all information and data in it without the possibility of recovery and without any obligations related to your information and data.
8.4. You are only allowed one Free Trial period. Any subsequent Free Trial periods are only allowed with the prior written permission of Maxibooking.
9. FORCE MAJEURE
9.1. Parties are relieved from performance of their obligations under this Agreement in the event of and during the duration of force majeure circumstances, including such circumstances as war (including local conflicts), insurrections, riots, strikes, significant changes in legislation, power outages, network interruptions, outages, damage, or destruction of communication equipment and data transmission cables, expropriation, sabotage, fires, explosions, floods and other natural disasters. If a force majeure event occurs, the Party who has become affected by such an event shall inform the other Party about it.
10. DISPUTE RESOLUTION
10.1. Parties agree to take all measures to resolve any disputes and disagreements that may arise out of or in connection with this Agreement through friendly and fair negotiations.
10.2. In case of impossibility to resolve a dispute or disagreement in accordance with the procedure described in paragraph 10.1. a dispute or disagreement shall be resolved by arbitration in Dublin, Ireland in accordance with the Arbitration Act 2010 and any amending legislation. The language to be used in the arbitral proceedings will be English.
11. OTHER CONDITIONS
11.1. This Agreement is subject to the laws of Ireland.
11.2. Titles of articles, placement of paragraphs and their sequence do not define the meaning of terms. In interpreting the terms of this Agreement the literal meaning of words and expressions is determined in accordance with the terms set out under the legislative and other regulatory acts governing the relevant subject of interpretation of the legal relationship.
11.3. If any provision or part of this Agreement is held to be invalid or unenforceable in any respect for any reason, the validity and enforceability of that provision or part in any other respect, and the validity and enforceability of the remainder of the Agreement remain unchanged.
11.4. Non-application of any provision of this Agreement shall not constitute a waiver of that provision or a waiver of the right to apply that provision.
11.5. This Agreement does not provide and is not intended to provide or grant any rights to persons who are not the Parties of this Agreement. A person who is not a Party of this Agreement shall not have the right to benefit from this Agreement or to enforce any of its provisions.
11.6. This Agreement constitutes the entire of the agreement between the parties.
12. DATA PROTECTION
You are the controller of Personal Data which is processes using the Services and Maxibooking is the processor of such data. Maxibooking agrees:-
12.1. To only process the personal data on your documented instructions, unless required to do so by law.
12.2. That it will not transfer the personal data to a recipient outside the EEA without your prior written consent, unless the transfer is subject to the terms of a contract incorporating the standard contractual clauses in the form adopted by the European Commission; the recipient is in a country the subject of an adequacy decision by the European Commission or the transfer is to the US to an entity that is a certified member of the EU/US Privacy Shield Scheme.
12.3. That it will impose a duty of confidentiality on its staff and sub-contractors where applicable with access to the personal data.
12.4. That it will implement technical and organisational security measures appropriate to the risks of processing the personal data.
12.5. That it will not engage another processor to carry out its services to you without prior specific or general written authorisation.
12.6. That it will require any sub-processor that it engages to process the personal data to adhere to the same obligations that apply to it and it will remain fully liable for any breach by any sub-processor of its obligations.
12.7. That it will assist you to respond to individual’s request to exercise their rights under Data Protection law where it is the processor.
12.8. That it will assist you in ensuring compliance with your obligations under Data Protection law, including data breach notification to the supervisory authority (Data Protection Commission).
12.9. At your request that it will delete all the personal data after the end of the provision of its services and delete existing copies unless the law requires storage of that personal data.
12.10. To make available to you all information required to demonstrate compliance with the obligations laid out in Article 28 of the General Data Protection Regulation (and implementing legislation) when requested and allow for and contribute to audits, including inspections conducted by you or our agent.
12.11. To inform you if in its opinion, an instruction of yours infringes the GDPR or other Data Protection law.
Date: June 05, 2018.
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