Last Updated: January 02, 2025
This Software-as-a-Service Agreement (“Agreement”) is made between Roompulse, Inc. (“Provider”) and the party identified on the corresponding Order Form (“Customer”). This Agreement sets forth the terms by which Provider will supply access to certain analytics and data services (the “Services”).
By signing an Order Form or otherwise using the Services, Customer agrees to abide by the terms described here. If Customer does not accept these terms, they may not use the Services.
Customer is responsible for ensuring that its employees, contractors, and agents (“Authorized Users”) who access the Services do so in compliance with this Agreement. Customer will safeguard all login credentials and promptly notify Provider of any suspected unauthorized access.
Customer represents that it will use the Services in accordance with all applicable laws and regulations, including those related to data protection, consumer protection, rate parity policies, or any hospitality sector standards if relevant to its business.
Customer acknowledges that the Services, including any analytics or recommendations, are intended for informational purposes and do not constitute financial, legal, or operational advice. Customer alone bears responsibility for any business decisions or adjustments made based on outputs from the Services.
The Services may incorporate or display data sourced from third parties (e.g., reservation systems, channel managers, industry databases). Provider does not guarantee the accuracy, completeness, or timeliness of such data and is not liable for any errors originating from external feeds.
Customer acknowledges that Provider’s ability to integrate with specific third-party systems depends on factors outside Provider’s control (such as the availability or terms of the third party’s API). Provider reserves the right to modify or discontinue integrations if a third-party service changes its terms, suspends access, or becomes otherwise unavailable.
Provider is not responsible for outages, disruptions, or inaccuracies caused by third-party vendors, network providers, or other external systems that may affect the overall functionality of the Services.
Customer will pay the fees outlined in the applicable Order Form(s). Unless otherwise stated, all fees are in Euro and exclude taxes. Any required taxes will be added to the invoice unless Customer provides valid exemption documentation.
Invoices are due within the timeframe specified on the Order Form. Provider may charge interest at the rate permitted by law on any overdue amounts. If payments are significantly overdue, Provider may suspend or terminate access upon written notice to Customer.
If indicated in the Order Form, the subscription may automatically renew for successive periods unless Customer notifies Provider in writing at least thirty (30) days before the end of the then-current term. Provider reserves the right to adjust pricing at renewal upon giving reasonable prior notice to Customer.
If, at any point during the subscription term, there is a significant increase in Provider’s cost or complexity of delivering the Services (for example, due to changes in data availability, third-party fees, or other external factors), Provider may propose a revised fee schedule to reflect such additional costs.
Provider will give Customer at least thirty (30) days’ written notice before any revised fees become effective. If Customer does not accept the new fees, either party may terminate the applicable Order Form by providing written notice prior to the effective date of the revised fees.
If the Order Form is terminated under this clause, neither party shall have any further liability or obligations regarding the terminated Services, except for (i) any amounts due for Services performed up to the termination date, and (ii) any post-termination provisions of this Agreement that survive by their nature.
During the subscription term, Provider grants Customer a non-exclusive, non-transferable license to access and use the Services for internal business purposes as defined in this Agreement and any Order Form.
All intellectual property rights in and to the Services (including software, underlying technology, logos, and associated materials) remain the exclusive property of Provider. This Agreement does not grant Customer any ownership interest in the Services.
All data or information that Customer uploads or transmits to the Services remains the property of Customer. Provider may use Customer Data solely for delivering and improving the Services, or as otherwise agreed in writing. Customer warrants it has all necessary rights to provide such data to Provider.
Customer shall not:
Provider will implement commercially reasonable safeguards (administrative, technical, and physical) to protect Customer Data against unauthorized access, use, or disclosure. If personal data is processed, the parties may execute a data processing addendum to address specific requirements under relevant privacy laws (e.g., GDPR, CCPA).
If Customer handles personal or sensitive data within the Services, Customer is responsible for securing necessary consents from data subjects (e.g., guests or clients) and complying with all applicable data protection laws.
Provider will promptly inform Customer if it becomes aware of any unauthorized access or breach affecting Customer Data. Provider will take reasonable steps to contain and investigate any such incident.
Provider makes no representation or warranty regarding the completeness, accuracy, or reliability of third-party data or integrations. Any such data is provided “as is” without warranty of any kind.
The analytics, insights, or forecasts generated by the Services are provided for informational purposes and do not guarantee any particular outcome, revenue increase, or occupancy level.
Except as expressly stated herein, the Services are offered “as is” and “as available,” without any warranties—express, implied, or statutory—including (but not limited to) warranties of merchantability, fitness for a particular purpose, and non-infringement.
Nothing in the Services should be construed as legal, financial, or professional advice. Customer is solely responsible for decisions made in reliance on any outputs or analysis from the Services.
To the maximum extent allowed by law, neither party is liable for special, incidental, consequential, exemplary, or punitive damages, or for lost revenues or profits, business interruption, or data loss, even if advised of the possibility of such damages.
Except for claims stemming from (a) a party’s indemnification obligations, (b) a party’s gross negligence or willful misconduct, or (c) Customer’s nonpayment of fees, each party’s total cumulative liability under this Agreement will not exceed the total fees paid (or payable) by Customer in the twelve (12) months preceding the incident giving rise to liability.
Provider will defend and indemnify Customer against third-party claims alleging that the Services (excluding any Customer Data or modifications made by Customer) infringe or misappropriate intellectual property rights. Provider’s obligation applies only if Customer promptly notifies Provider of the claim, grants Provider full control over defense/settlement, and cooperates as needed.
Customer will defend and indemnify Provider against third-party claims arising from (a) Customer Data, including allegations of IP infringement, or (b) Customer’s breach of this Agreement or misuse of the Services. Provider must promptly notify Customer of any claim and permit Customer to control the defense or settlement, while Provider cooperates as requested.
Provider will not be liable for any claim to the extent it arises from (a) modifications to the Services not made by Provider, (b) use of the Services in combination with third-party products not provided or approved by Provider, or (c) Customer’s unauthorized or noncompliant use of the Services.
If a separate service level agreement (SLA) is attached or incorporated, it governs uptime commitments, scheduled maintenance, and any remedies (such as service credits) for downtime. In the event of a conflict between this Agreement and the SLA, the SLA will control on service-level matters.
This Agreement takes effect on the date of the first Order Form and remains in force until terminated or until all Order Forms expire. Each Order Form specifies its initial term and any renewal terms.
Either party may terminate this Agreement or an Order Form if the other party materially breaches a provision and fails to cure within thirty (30) days of written notice. Termination does not relieve Customer of the obligation to pay for Services rendered up to the date of termination.
Within thirty (30) days following termination, Provider will permit Customer a reasonable opportunity to download or export Customer Data in a commonly used format (unless prohibited by law or conflicting third-party obligations). After this period, Provider may delete or otherwise remove Customer Data from its systems.
Provider may modify this Agreement from time to time. Any material changes will be communicated to Customer (e.g., via email or a prominent notice). Continued use of the Services following such notice constitutes acceptance of the updated terms.
Neither party may assign or transfer its rights or obligations under this Agreement without the other party’s written consent, except in connection with a merger, acquisition, or sale of all or substantially all assets.
Neither party is liable for delays or failures in performance due to causes beyond their reasonable control, including natural disasters, labor disputes, acts of government, internet outages, or other events of force majeure.
This Agreement is governed by the laws of [State/Country], without regard to conflict-of-law principles. The parties consent to the exclusive jurisdiction of the courts located in [Relevant City/Region], unless otherwise stated in the Order Form.
Any notices must be in writing and delivered via email with confirmed receipt, courier, or certified mail to the addresses listed in the Order Form (or a replacement address provided in writing).
This Agreement (together with any Order Forms, exhibits, or addenda) constitutes the entire agreement between the parties on the subject matter and supersedes all prior or contemporaneous understandings, negotiations, or communications.
If any term of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in effect.
Failure by either party to enforce any provision or exercise any right hereunder will not be deemed a waiver of that provision or right in the future.