CLICK2INNS SUBSCRIPTION AGREEMENT
BY AGREEING TO THIS AGREEMENT YOU ARE SUBSCRIBING YOUR HOTEL OR INN, ("SUBSCRIBER"), TO USE CLICK2INNS BY ARKS IT LTD. YOU REPRESENT THAT YOU HAVE COMPLETE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR HOTEL. YOU ARE AGREEING TO ALL THE TERMS OF THIS SUBSCRIPTION SERVICE AGREEMENT (THE "SERVICE AGREEMENT" OR "THIS AGREEMENT") FOR YOUR ORGANIZATION.
Terms and Conditions
1. The Service
CLICK2INNS, Hotel Edition is an online reservation and property management system for hotels, inns, bed & breakfasts and other hospitality enterprises. The Service consists of a browser interface, data encryption, data transmission, data access (as available), and data storage. Subscriber is responsible for obtaining and maintaining all computer hardware, software and communications equipment needed to access the Service, and for paying all third-party access charges (e.g., ISP, telecommunications) incurred while using the Service.
2. Use of Proprietary Software
Subject to the terms and conditions of this Service Agreement, ARKS IT LTD grants to Subscriber a subscription to CLICK2INNS, Hotel Edition for one property. Additional property licenses can be purchased. Subscriber has a non-exclusive and non-transferable license to the CLICK2INNS, Hotel Edition modules they selected at time of this Agreement. Subscriber can add or remove modules at any time. Subscriber will not, and will not permit others to, whether directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the ARKS IT LTD Service (except to the extent that such activities may not be prohibited under applicable law); (ii) modify, translate, or create derivative works based on the ARKS IT LTD Service; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer rights to the ARKS IT LTD Service; (iv) use the ARKS IT LTD Service for timesharing or service bureau purposes or otherwise for the benefit of a third party; (v) remove any proprietary notices or labels on the ARKS IT LTD Service; and (vi) use ARKS IT LTD Service in order to gain competitive information on the Service or to provide such information to others. Because the ARKS IT LTD Software is proprietary to ARKS IT LTD, Subscriber agrees not to publish or disclose to third parties any evaluation of ARKS IT LTD's Service without ARKS IT LTD's prior written consent. Subscriber acknowledges that ARKS IT LTD retains exclusive ownership throughout the world of all ARKS IT LTD Service and software, any portions or copies thereof, and all rights therein. Upon termination of this Service Agreement for any reason, this license will terminate, and the Subscriber, and any user accessing the Service by means of a company account, if applicable, will cease to use or have access to the ARKS IT LTD Service.
3. Intellectual Property Ownership
ARKS IT LTD alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the ARKS IT LTD Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the ARKS IT LTD Technology or the Intellectual Property Rights owned by ARKS IT LTD. The ARKS IT LTD name, the ARKS IT LTD logo, and the product names associated with the Service are trademarks of ARKS IT LTD or third parties, and no right or license is granted to use them.
4. Restrictions and Policies
A. General Use.
Subscriber will not use the Service in any way for spamming, chain letters, junk mail or distribution lists to contact any person who has not given specific permission to be included in such. Subscriber agrees not to transmit or permit your employees to transmit through the Service any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind. Subscriber will only use the Service for lawful purposes, in compliance with all applicable laws including, without limitations, copyright, trademark, obscenity and defamation laws. Unlawful activities may include (without limitation) storing, distributing or transmitting any unlawful material, attempting to compromise the security of any networked account or site, or making direct threats of physical harm. You hereby agree to defend, indemnify and hold ARKS IT LTD harmless against any claim or action that arises from the Subscriber's use of the Service in an unlawful manner or in any manner inconsistent with the restrictions and policies stated herein.
B. Privacy Policy and Confidentiality.
ARKS IT LTD utilizes some of the most advanced technology for Internet security available today. When you access our site, Secure Socket Layer (SSL) technology protects your information by using both server authentication and data encryption, ensuring that your data is safe, secure, and available only to registered Users in your organization. ARKS IT LTD provides each User in your organization with a unique user name and password that must be entered the first time a User logs on. In addition, ARKS IT LTD services are hosted in a secure server environment that uses a firewall and other advanced technology to prevent interference or access from outside intruders.
C. Account Information and Data
ARKS IT LTD does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). You, not ARKS IT LTD, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and ARKS IT LTD shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. ARKS IT LTD reserves the right to access Subscriber data for maintenance and analysis purposes only. In the event this Agreement is terminated (other than by reason of your breach), ARKS IT LTD will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. ARKS IT LTD reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and ARKS IT LTD shall have no obligation to maintain or forward any Customer Data.
D. Data Backup and Security.
ARKS IT LTD shall use reasonable efforts to protect Subscriber's data behind a secure firewall system and to conduct daily offsite data backups.
5. Support
ARKS IT LTD provides telephone support for one individual within your organization, selected by the Subscriber. Additional support licenses can be purchased. Support hours are from 9 AM to 5 PM Mountain Standard Time, Monday Friday. The Subscriber is responsible for verifying the accuracy of any changes made by the Subscriber or by ARKS IT LTD at the request of the Subscriber to the Subscriber's configuration.
Subscriber may provide FTP (File transfer protocol) access to ARKS IT LTD for the purpose of enabling the Service on the Subscriber's website. Although ARKS IT LTD maintains a backup of the Subscriber's original website, the Subscriber is ultimately responsible for maintaining a backup of their original website. Upon termination of this agreement, Subscriber may request that ARKS IT LTD restore their website to the website that was present on the date of this agreement, before any changes were made. ARKS IT LTD in not liable for any lost data, text, images, or files from the Subscriber's website.
6. Provision of Contact and Billing Information and Payment of Fees
Subscriber agrees to provide ARKS IT LTD with accurate billing information and with truthful, accurate, and complete contact information, including your company name, street address, e-mail address, and telephone number, and to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, ARKS IT LTD reserves the right to terminate the Subscriber's access to the Service immediately without any obligation to return your data.
Customer shall pay all fees or charges to its account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Payments are made annually or monthly, consistent with the Initial Term, at Subscriber's election. License fees are nonrefundable whether or not User licenses are actively used. Subscriber must provide ARKS IT LTD with valid credit card or approved purchase order information as a condition to signing up for the Service. Added licenses will be subject to the following: (i) added licenses will be coterminous with the preexisting License Term (either Initial Term or renewal term) (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing month will be prorated for that billing month. ARKS IT LTD reserves the right to change the fees, applicable charges and usage policies and to introduce new charges at any time, upon at least 30 days prior notice to Subscriber, which notice may be provided by e-mail.
7. Billing and Renewal
ARKS IT LTD charges and collects in advance for use of the Service. If Subscriber is yearly and pays by check or money order, ARKS IT LTD will invoice Subscriber each year on the renewal date. For monthly or yearly by credit card, ARKS IT LTD will automatically renew and bill Subscriber's credit card or issue an invoice to Subscriber (a) every month for monthly licenses, or (b) each year on the subsequent anniversary for annual licenses. The renewal charge will be equal to the then-current subscription fee. In the event of an increase, Fees for other services will be charged on an as-quoted basis. ARKS IT LTD's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Subscriber shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on ARKS IT LTD's income.
If subscribing monthly to the CLICK2INNS Classic Edition, upon subscribing the current month is charged. Every month thereafter is charged if you receive one or more online reservations. For each month that you do not take online bookings, you will be awarded one free month of the Classic Editon.
If subscribing yearly to the CLICK2INNS Classic Edition, at your renewal date, your next yearly payment will reflect free months where you did not take any online bookings.
If subscribing to the CLICK2INNS Classic Edition, if in any given year you do not record more after-hour bookings that the cost of your Classic Edition, as reported in the Reservations Summary report with CLICK2INNS, the next year is free of charge.
If subscribing to the CLICK2INNS AutoPilot Edition, whether monthly or yearly, you are charged each month or year after the service is activated.
For credit card payments, your account will be considered delinquent if your credit card company refuses, for any reason, to pay the amount billed to it and that amount remains unpaid at the beginning of the next billing cycle. Your access to the Service may be suspended or terminated if your account is delinquent. Unpaid charges are subject to interest of 15% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. Any account which is suspended for more than thirty (30) days will be terminated without any obligation on the part of ARKS IT LTD to maintain your data.
If you believe ARKS IT LTD has billed you incorrectly, the Subscriber must contact ARKS IT LTD in writing no later than ninety (90) days after the Billing Date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.
If the Subscriber is billed monthly and their credit card continually diclines, ARKS IT LTD reserves the right to ask the Subscriber to pay yearly by check.
If for any reason the Subscriber discontinues service or due to lack of payment ARKS IT LTD discontinues the Subscriber's service, either on any edition, there is a $200 reconnect fee.
8. Non-Payment and Suspension
In addition to any other rights granted to ARKS IT LTD herein, ARKS IT LTD reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or ARKS IT LTD initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that ARKS IT LTD may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
ARKS IT LTD reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that ARKS IT LTD has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.
9. Classic & AutoPilot Editions
The Classic Edition of CLICK2INNS has a 30 Day trial period, where subscription to Classic does not start until at least one online booking has been recieved by the potential Subscriber. If the Subscriber elects to only use the property management side of the Classic Edition, their trial starts the day of their training of the system.
Subscribers may subscribe to an additional CLICK2INNS add on, called AutoPilot, which has additional features. Additional fees apply to AutoPilot and must be paid in order to subscribe to AutoPilot. There is not trial period for AutoPilot and all billing and restrictions are defined in sections 6 to 8.
If the Subscriber needs both AutoPilot and Classic from the start of their evaluation period of CLICK2INNS, the Subscriber waives their 30 trial and must pay for the first month of both Classic and AutoPilot, which monenies are non-refundable.
All pictures provided by CLICK2INNS are the property of ARKS IT LTD and are licensed only to ARKS IT LTD. Subscribers are not allowed to use them outside of CLICK2INNS.
Subscribers are not allowed to Spam their clients through CLICK2INNS. Spam is defined as has having none of the following: 1) Permission to e-mail the individual, 2) No way to unsubscribe from the Subscriber's mailing list. The Subscriber is responsible for unsubscribing any person who via e-mail indicates to the Subscriber that they no longer wish to receive e-mails from the subscriber. Unsubscribing does not unsubscribe the said client from confirmation or operational e-mails. Spam abuse will result in termination for cause of this agreement.
ARKS IT LTD reserves the right to suspend e-mail activity due to abuse, server overload or any performance based reason.
ARKS IT LTD in no way guarentees delivery of e-mails due to spam filters and other imperfect technologies.
10. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. ARKS IT LTD represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online ARKS IT LTD help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
It is the Subscriber's responsiblity to unsubscribe from any previous reservation systems in order to eliminate double bookings. ARKS IT LTD is not responsible for double bookings caused outside of CLICK2INNS.
11. Passwords, Security and Confidentiality
Subscriber will choose or be given all applicable passwords to use in connection with the Service. The Subscriber is entirely responsible for maintaining the confidentiality of your passwords and account (including, if applicable, the passwords and accounts of each user accessing the Service by means of an account established by Subscriber). Furthermore, the Subscriber is entirely responsible for any and all activities that occur under Subscriber's account (including, if applicable, the accounts of each user accessing the Service by means of an account established by Subscriber), and the Subscriber shall ensure that the Subscriber exits from their account at the end of each session. Subscriber shall notify ARKS IT LTD immediately of any unauthorized use of your account (including, if applicable, the accounts of each user accessing the Service by means of an account established by Subscriber) or any other breach of security of which you are aware. ARKS IT LTD cannot and will not be liable for any loss or damage arising from Subscriber's failure to comply with these requirements.
The Subscriber acknowledges that during their subscription he or she will have access to and become acquainted with various trade secrets, inventions, innovations, processes, information and specifications owned or licensed by Convoyant and/or used by Convoyant in connection with the operation of its business including, without limitation, the company's business and product processes, methods, and procedures. The Subscriber agrees that he or she will not disclose any of the aforesaid, directly or indirectly or use any of them in any manner, either during the term of this Agreement or at any time thereafter except as required in the course of this engagement with Convoyant. Subscriber will not give out login or password information to any of Convoyant's competitors or to any out entity outside of their business. Doing so will result in legal action.
12. Termination
This Agreement commences on the Effective Date. The Initial Term of this Agreement will be one month or one year as determined by the Subscriber during the subscription process, commencing on the date Subscriber agrees to pay for the Service. This Agreement will automatically renew, for a term equal in duration to the Initial Term, upon the expiration of the Initial Term or any renewal term. Either party may terminate this Agreement, effective upon the expiration of the then current term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event that Subscriber terminates this Agreement (other than by reason of Subscriber's breach), ARKS IT LTD will make available to Subscriber a file of its Subscriber Data within 30 days of termination if Subscriber so requests at the time notice of termination is given. Subscriber agrees and acknowledges that ARKS IT LTD has no obligation to retain the Subscriber Data, and may delete such Subscriber Data, more than 30 days after termination.
13. Termination for Cause
Any breach of Subscriber's payment obligations, unauthorized use of the ARKS IT LTD Technology or Service, or harassment of ARKS IT LTD staff will be deemed a material breach of this Agreement. ARKS IT LTD, in its sole discretion, may terminate Subscriber's password, account or use of the Service if Subscriber breaches or otherwise fail to comply with this Agreement. ARKS IT LTD will make available to Subscriber a file of its Subscriber Data within 30 days of termination if Subscriber so requests at the time notice of termination is given. Subscriber agrees and acknowledges that ARKS IT LTD has no obligation to retain the Subscriber Data, and will delete such Subscriber Data, if Subscriber has materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
14. Warranty and Disclaimer
ARKS IT LTD AND ITS LICENSORS MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. ARKS IT LTD AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY ARKS IT LTD AND ITS LICENSORS.
15. Internet Delays
ARKS IT LTD'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. ARKS IT LTD IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
16. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17. Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
18. Local Laws and Export Control
This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. The user of this site ("User") acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States, Switzerland and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.
This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000
ARKS IT LTD makes no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, Switzerland and/or the European Union, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States, Swiss or European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.
19. Third Party Linking
ARKS IT LTD may, at its election, provide links from the Service to other world wide web sites or resources. Because ARKS IT LTD has no control over such sites and resources, You acknowledge and agree that ARKS IT LTD is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that ARKS IT LTD shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
20. Mutual Indemnification
You shall indemnify and hold ARKS IT LTD, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that ARKS IT LTD (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release ARKS IT LTD of all liability and such settlement does not affect ARKS IT LTD's business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
ARKS IT LTD shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by ARKS IT LTD of its representations or warranties; or (iii) a claim arising from breach of this Agreement by ARKS IT LTD; provided that you (a) promptly give written notice of the claim to ARKS IT LTD; (b) give ARKS IT LTD sole control of the defense and settlement of the claim (provided that ARKS IT LTD may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to ARKS IT LTD all available information and assistance; and (d) have not compromised or settled such claim. ARKS IT LTD shall have no indemnification obligation, and you shall indemnify ARKS IT LTD pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).
21. Modification to Terms
ARKS IT LTD reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
22. Miscellaneous
This Agreement is between ARKS IT LTD and Subscriber, and is not for the benefit of any third party, whether directly or indirectly (including, if applicable, any user accessing the Service by means of an account established by You). The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sub-licensable by Subscriber except with ARKS IT LTD's prior written consent. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF UTAH WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF. YOU AND ARKS IT LTD AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS LOCATED IN THE COUNTY OF UTAH IN THE STATE OF UTAH. You and ARKS IT LTD agree that any cause of action arising out of or related to this Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous or contemporaneous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Subscriber do not have any authority of any kind to bind ARKS IT LTD in any respect whatsoever. ARKS IT LTD accepts all orders for the Service in Utah and reserves the right to refuse any order for the Service for any or no reason. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. It is the express will of the parties that this Agreement and all related documents have been drawn up in English.
Questions or Additional Information:
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@click2inns.com.
BY AGREEING TO THIS AGREEMENT YOU ARE SUBSCRIBING YOUR HOTEL OR INN, ("SUBSCRIBER"), TO USE CLICK2INNS BY ARKS IT LTD. YOU REPRESENT THAT YOU HAVE COMPLETE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR HOTEL. YOU ARE AGREEING TO ALL THE TERMS OF THIS SUBSCRIPTION SERVICE AGREEMENT (THE "SERVICE AGREEMENT" OR "THIS AGREEMENT") FOR YOUR ORGANIZATION.
Terms and Conditions
1. The Service
CLICK2INNS, Hotel Edition is an online reservation and property management system for hotels, inns, bed & breakfasts and other hospitality enterprises. The Service consists of a browser interface, data encryption, data transmission, data access (as available), and data storage. Subscriber is responsible for obtaining and maintaining all computer hardware, software and communications equipment needed to access the Service, and for paying all third-party access charges (e.g., ISP, telecommunications) incurred while using the Service.
2. Use of Proprietary Software
Subject to the terms and conditions of this Service Agreement, ARKS IT LTD grants to Subscriber a subscription to CLICK2INNS, Hotel Edition for one property. Additional property licenses can be purchased. Subscriber has a non-exclusive and non-transferable license to the CLICK2INNS, Hotel Edition modules they selected at time of this Agreement. Subscriber can add or remove modules at any time. Subscriber will not, and will not permit others to, whether directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the ARKS IT LTD Service (except to the extent that such activities may not be prohibited under applicable law); (ii) modify, translate, or create derivative works based on the ARKS IT LTD Service; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer rights to the ARKS IT LTD Service; (iv) use the ARKS IT LTD Service for timesharing or service bureau purposes or otherwise for the benefit of a third party; (v) remove any proprietary notices or labels on the ARKS IT LTD Service; and (vi) use ARKS IT LTD Service in order to gain competitive information on the Service or to provide such information to others. Because the ARKS IT LTD Software is proprietary to ARKS IT LTD, Subscriber agrees not to publish or disclose to third parties any evaluation of ARKS IT LTD's Service without ARKS IT LTD's prior written consent. Subscriber acknowledges that ARKS IT LTD retains exclusive ownership throughout the world of all ARKS IT LTD Service and software, any portions or copies thereof, and all rights therein. Upon termination of this Service Agreement for any reason, this license will terminate, and the Subscriber, and any user accessing the Service by means of a company account, if applicable, will cease to use or have access to the ARKS IT LTD Service.
3. Intellectual Property Ownership
ARKS IT LTD alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the ARKS IT LTD Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the ARKS IT LTD Technology or the Intellectual Property Rights owned by ARKS IT LTD. The ARKS IT LTD name, the ARKS IT LTD logo, and the product names associated with the Service are trademarks of ARKS IT LTD or third parties, and no right or license is granted to use them.
4. Restrictions and Policies
A. General Use.
Subscriber will not use the Service in any way for spamming, chain letters, junk mail or distribution lists to contact any person who has not given specific permission to be included in such. Subscriber agrees not to transmit or permit your employees to transmit through the Service any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind. Subscriber will only use the Service for lawful purposes, in compliance with all applicable laws including, without limitations, copyright, trademark, obscenity and defamation laws. Unlawful activities may include (without limitation) storing, distributing or transmitting any unlawful material, attempting to compromise the security of any networked account or site, or making direct threats of physical harm. You hereby agree to defend, indemnify and hold ARKS IT LTD harmless against any claim or action that arises from the Subscriber's use of the Service in an unlawful manner or in any manner inconsistent with the restrictions and policies stated herein.
B. Privacy Policy and Confidentiality.
ARKS IT LTD utilizes some of the most advanced technology for Internet security available today. When you access our site, Secure Socket Layer (SSL) technology protects your information by using both server authentication and data encryption, ensuring that your data is safe, secure, and available only to registered Users in your organization. ARKS IT LTD provides each User in your organization with a unique user name and password that must be entered the first time a User logs on. In addition, ARKS IT LTD services are hosted in a secure server environment that uses a firewall and other advanced technology to prevent interference or access from outside intruders.
C. Account Information and Data
ARKS IT LTD does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). You, not ARKS IT LTD, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and ARKS IT LTD shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. ARKS IT LTD reserves the right to access Subscriber data for maintenance and analysis purposes only. In the event this Agreement is terminated (other than by reason of your breach), ARKS IT LTD will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. ARKS IT LTD reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and ARKS IT LTD shall have no obligation to maintain or forward any Customer Data.
D. Data Backup and Security.
ARKS IT LTD shall use reasonable efforts to protect Subscriber's data behind a secure firewall system and to conduct daily offsite data backups.
5. Support
ARKS IT LTD provides telephone support for one individual within your organization, selected by the Subscriber. Additional support licenses can be purchased. Support hours are from 9 AM to 5 PM Mountain Standard Time, Monday Friday. The Subscriber is responsible for verifying the accuracy of any changes made by the Subscriber or by ARKS IT LTD at the request of the Subscriber to the Subscriber's configuration.
Subscriber may provide FTP (File transfer protocol) access to ARKS IT LTD for the purpose of enabling the Service on the Subscriber's website. Although ARKS IT LTD maintains a backup of the Subscriber's original website, the Subscriber is ultimately responsible for maintaining a backup of their original website. Upon termination of this agreement, Subscriber may request that ARKS IT LTD restore their website to the website that was present on the date of this agreement, before any changes were made. ARKS IT LTD in not liable for any lost data, text, images, or files from the Subscriber's website.
6. Provision of Contact and Billing Information and Payment of Fees
Subscriber agrees to provide ARKS IT LTD with accurate billing information and with truthful, accurate, and complete contact information, including your company name, street address, e-mail address, and telephone number, and to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, ARKS IT LTD reserves the right to terminate the Subscriber's access to the Service immediately without any obligation to return your data.
Customer shall pay all fees or charges to its account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Payments are made annually or monthly, consistent with the Initial Term, at Subscriber's election. License fees are nonrefundable whether or not User licenses are actively used. Subscriber must provide ARKS IT LTD with valid credit card or approved purchase order information as a condition to signing up for the Service. Added licenses will be subject to the following: (i) added licenses will be coterminous with the preexisting License Term (either Initial Term or renewal term) (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing month will be prorated for that billing month. ARKS IT LTD reserves the right to change the fees, applicable charges and usage policies and to introduce new charges at any time, upon at least 30 days prior notice to Subscriber, which notice may be provided by e-mail.
7. Billing and Renewal
ARKS IT LTD charges and collects in advance for use of the Service. If Subscriber is yearly and pays by check or money order, ARKS IT LTD will invoice Subscriber each year on the renewal date. For monthly or yearly by credit card, ARKS IT LTD will automatically renew and bill Subscriber's credit card or issue an invoice to Subscriber (a) every month for monthly licenses, or (b) each year on the subsequent anniversary for annual licenses. The renewal charge will be equal to the then-current subscription fee. In the event of an increase, Fees for other services will be charged on an as-quoted basis. ARKS IT LTD's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Subscriber shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on ARKS IT LTD's income.
If subscribing monthly to the CLICK2INNS Classic Edition, upon subscribing the current month is charged. Every month thereafter is charged if you receive one or more online reservations. For each month that you do not take online bookings, you will be awarded one free month of the Classic Editon.
If subscribing yearly to the CLICK2INNS Classic Edition, at your renewal date, your next yearly payment will reflect free months where you did not take any online bookings.
If subscribing to the CLICK2INNS Classic Edition, if in any given year you do not record more after-hour bookings that the cost of your Classic Edition, as reported in the Reservations Summary report with CLICK2INNS, the next year is free of charge.
If subscribing to the CLICK2INNS AutoPilot Edition, whether monthly or yearly, you are charged each month or year after the service is activated.
For credit card payments, your account will be considered delinquent if your credit card company refuses, for any reason, to pay the amount billed to it and that amount remains unpaid at the beginning of the next billing cycle. Your access to the Service may be suspended or terminated if your account is delinquent. Unpaid charges are subject to interest of 15% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. Any account which is suspended for more than thirty (30) days will be terminated without any obligation on the part of ARKS IT LTD to maintain your data.
If you believe ARKS IT LTD has billed you incorrectly, the Subscriber must contact ARKS IT LTD in writing no later than ninety (90) days after the Billing Date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.
If the Subscriber is billed monthly and their credit card continually diclines, ARKS IT LTD reserves the right to ask the Subscriber to pay yearly by check.
If for any reason the Subscriber discontinues service or due to lack of payment ARKS IT LTD discontinues the Subscriber's service, either on any edition, there is a $200 reconnect fee.
8. Non-Payment and Suspension
In addition to any other rights granted to ARKS IT LTD herein, ARKS IT LTD reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or ARKS IT LTD initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that ARKS IT LTD may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
ARKS IT LTD reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that ARKS IT LTD has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.
9. Classic & AutoPilot Editions
The Classic Edition of CLICK2INNS has a 30 Day trial period, where subscription to Classic does not start until at least one online booking has been recieved by the potential Subscriber. If the Subscriber elects to only use the property management side of the Classic Edition, their trial starts the day of their training of the system.
Subscribers may subscribe to an additional CLICK2INNS add on, called AutoPilot, which has additional features. Additional fees apply to AutoPilot and must be paid in order to subscribe to AutoPilot. There is not trial period for AutoPilot and all billing and restrictions are defined in sections 6 to 8.
If the Subscriber needs both AutoPilot and Classic from the start of their evaluation period of CLICK2INNS, the Subscriber waives their 30 trial and must pay for the first month of both Classic and AutoPilot, which monenies are non-refundable.
All pictures provided by CLICK2INNS are the property of ARKS IT LTD and are licensed only to ARKS IT LTD. Subscribers are not allowed to use them outside of CLICK2INNS.
Subscribers are not allowed to Spam their clients through CLICK2INNS. Spam is defined as has having none of the following: 1) Permission to e-mail the individual, 2) No way to unsubscribe from the Subscriber's mailing list. The Subscriber is responsible for unsubscribing any person who via e-mail indicates to the Subscriber that they no longer wish to receive e-mails from the subscriber. Unsubscribing does not unsubscribe the said client from confirmation or operational e-mails. Spam abuse will result in termination for cause of this agreement.
ARKS IT LTD reserves the right to suspend e-mail activity due to abuse, server overload or any performance based reason.
ARKS IT LTD in no way guarentees delivery of e-mails due to spam filters and other imperfect technologies.
10. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. ARKS IT LTD represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online ARKS IT LTD help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
It is the Subscriber's responsiblity to unsubscribe from any previous reservation systems in order to eliminate double bookings. ARKS IT LTD is not responsible for double bookings caused outside of CLICK2INNS.
11. Passwords, Security and Confidentiality
Subscriber will choose or be given all applicable passwords to use in connection with the Service. The Subscriber is entirely responsible for maintaining the confidentiality of your passwords and account (including, if applicable, the passwords and accounts of each user accessing the Service by means of an account established by Subscriber). Furthermore, the Subscriber is entirely responsible for any and all activities that occur under Subscriber's account (including, if applicable, the accounts of each user accessing the Service by means of an account established by Subscriber), and the Subscriber shall ensure that the Subscriber exits from their account at the end of each session. Subscriber shall notify ARKS IT LTD immediately of any unauthorized use of your account (including, if applicable, the accounts of each user accessing the Service by means of an account established by Subscriber) or any other breach of security of which you are aware. ARKS IT LTD cannot and will not be liable for any loss or damage arising from Subscriber's failure to comply with these requirements.
The Subscriber acknowledges that during their subscription he or she will have access to and become acquainted with various trade secrets, inventions, innovations, processes, information and specifications owned or licensed by Convoyant and/or used by Convoyant in connection with the operation of its business including, without limitation, the company's business and product processes, methods, and procedures. The Subscriber agrees that he or she will not disclose any of the aforesaid, directly or indirectly or use any of them in any manner, either during the term of this Agreement or at any time thereafter except as required in the course of this engagement with Convoyant. Subscriber will not give out login or password information to any of Convoyant's competitors or to any out entity outside of their business. Doing so will result in legal action.
12. Termination
This Agreement commences on the Effective Date. The Initial Term of this Agreement will be one month or one year as determined by the Subscriber during the subscription process, commencing on the date Subscriber agrees to pay for the Service. This Agreement will automatically renew, for a term equal in duration to the Initial Term, upon the expiration of the Initial Term or any renewal term. Either party may terminate this Agreement, effective upon the expiration of the then current term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event that Subscriber terminates this Agreement (other than by reason of Subscriber's breach), ARKS IT LTD will make available to Subscriber a file of its Subscriber Data within 30 days of termination if Subscriber so requests at the time notice of termination is given. Subscriber agrees and acknowledges that ARKS IT LTD has no obligation to retain the Subscriber Data, and may delete such Subscriber Data, more than 30 days after termination.
13. Termination for Cause
Any breach of Subscriber's payment obligations, unauthorized use of the ARKS IT LTD Technology or Service, or harassment of ARKS IT LTD staff will be deemed a material breach of this Agreement. ARKS IT LTD, in its sole discretion, may terminate Subscriber's password, account or use of the Service if Subscriber breaches or otherwise fail to comply with this Agreement. ARKS IT LTD will make available to Subscriber a file of its Subscriber Data within 30 days of termination if Subscriber so requests at the time notice of termination is given. Subscriber agrees and acknowledges that ARKS IT LTD has no obligation to retain the Subscriber Data, and will delete such Subscriber Data, if Subscriber has materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
14. Warranty and Disclaimer
ARKS IT LTD AND ITS LICENSORS MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. ARKS IT LTD AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY ARKS IT LTD AND ITS LICENSORS.
15. Internet Delays
ARKS IT LTD'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. ARKS IT LTD IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
16. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17. Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
18. Local Laws and Export Control
This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. The user of this site ("User") acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States, Switzerland and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.
This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000
ARKS IT LTD makes no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, Switzerland and/or the European Union, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States, Swiss or European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.
19. Third Party Linking
ARKS IT LTD may, at its election, provide links from the Service to other world wide web sites or resources. Because ARKS IT LTD has no control over such sites and resources, You acknowledge and agree that ARKS IT LTD is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that ARKS IT LTD shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
20. Mutual Indemnification
You shall indemnify and hold ARKS IT LTD, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that ARKS IT LTD (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release ARKS IT LTD of all liability and such settlement does not affect ARKS IT LTD's business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
ARKS IT LTD shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by ARKS IT LTD of its representations or warranties; or (iii) a claim arising from breach of this Agreement by ARKS IT LTD; provided that you (a) promptly give written notice of the claim to ARKS IT LTD; (b) give ARKS IT LTD sole control of the defense and settlement of the claim (provided that ARKS IT LTD may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to ARKS IT LTD all available information and assistance; and (d) have not compromised or settled such claim. ARKS IT LTD shall have no indemnification obligation, and you shall indemnify ARKS IT LTD pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).
21. Modification to Terms
ARKS IT LTD reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
22. Miscellaneous
This Agreement is between ARKS IT LTD and Subscriber, and is not for the benefit of any third party, whether directly or indirectly (including, if applicable, any user accessing the Service by means of an account established by You). The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sub-licensable by Subscriber except with ARKS IT LTD's prior written consent. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF UTAH WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF. YOU AND ARKS IT LTD AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS LOCATED IN THE COUNTY OF UTAH IN THE STATE OF UTAH. You and ARKS IT LTD agree that any cause of action arising out of or related to this Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous or contemporaneous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Subscriber do not have any authority of any kind to bind ARKS IT LTD in any respect whatsoever. ARKS IT LTD accepts all orders for the Service in Utah and reserves the right to refuse any order for the Service for any or no reason. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. It is the express will of the parties that this Agreement and all related documents have been drawn up in English.
Questions or Additional Information:
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@click2inns.com.
Rosali Rain
Beyond all
A hotel with heighly satifactory out put and satisfaction. This laxuries room with
modern decoration. There is saparate dyning room and a lobby all our stuffs are stand by to process you order in first priority. Very easy to book just followng the link and choose your rrom gift certificet etc.
