1. OWNERSHIP OF DATA AND USE OF INFORMATION
1.1. Ownership Rights. COMPANY owns all intellectual property rights (including without limitation all copyrights, patents, trademarks, service marks and trade secrets) in connection with and in all versions of the COMPANY’s Website, Confidential Information, Professional Services, and System. COMPANY and CUSTOMER will jointly own all data generated by the Users who link to the System, and all of the terms and conditions, rules, policies and operating procedures of the COMPANY’s Website including, but not limited to, policies relating to the use of CUSTOMER’s personal identification information and submission of information will apply to such Users; and COMPANY reserves the right to change such terms and conditions, rules, policies and operating procedures at any time which may be posted on our website from time to time. Materials and features may be added to or withdrawn from the COMPANY’s Website and/or System at anytime and/or without notice.
1.2. Use of Information. The CUSTOMER agrees to not use any Confidential Information (as defined in Section 9) or any other information about or from COMPANY or the COMPANY’s Website for chain letters, junk mail, “spamming,” solicitations (commercial or non-commercial) or bulk communications of any kind, including, but not limited to distribution lists to any person who has not given specific permission to be included in such a list. If CUSTOMER is in violation of this Section, COMPANY reserves the right to immediately terminate this Agreement without notice. This use of information is on a mutual / reciprocal basis.
2. CONFIDENTIAL INFORMATION
2.1. The following terms and conditions will apply to all information disclosed by either Party in connection with this Agreement, including but not limited to the terms of this Agreement or the System, any 6 modifications to the terms and provisions of the Agreement or the System made specifically for the CUSTOMER and not generally available to other members of the System, business, supplier and financial information, CUSTOMER and vendor lists, and pricing and sales information, concerning either Party or any other members of the System.
2.2. Both Parties agree not to disclose any Confidential Information to any third party during the term of this Agreement and for a period of three (3) years after the expiration or termination of this Agreement.
2.3. Both Parties agree that Confidential Information shall remain strictly confidential and shall not be utilized, directly or indirectly, by either Party for his, her or its own business purposes or for any other purpose except as authorized or contemplated herein or in case of an obligation to disclose this Confidential Information to legal or administrative authorities, both Parties shall make use of all available efforts to notify the other Party prior to disclosure of confidential information to legal or administrative authorities. Information shall not be considered “Confidential Information” to the extent that it is generally known or available to the public.
2.4. All Confidential Information shall be deemed confidential for the duration of this Agreement.
CUSTOMER will indemnify and hold COMPANY and its successors and assigns harmless from and against all liabilities, damages, expenses, claims, losses, settlements, judgments, costs and attorneys’ fees incurred by COMPANY as a result of (i) the failure by CUSTOMER to perform any covenant required to be performed by such Party under this Agreement or the breach by such Party of any of the terms, conditions or warranties of this Agreement; and (ii)) from the failure of CUSTOMER to comply with any applicable statute, law, ordinance, rule or regulation or other requirements of any governmental authority having jurisdiction over the subject matter hereof.
4. DISCLAIMERS AND LIMITATION OF LIABILITY
4.1. COMPANY makes no express or implied warranties or representations with respect to the System or any service, product or other items sold through the System, including implied warranties of merchantability, or fitness for a particular purpose or freedom from patent, trademark or copyright infringements, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information provided by COMPANY or on the COMPANY Website. In addition, COMPANY makes no representation that the operation of the COMPANY System will be uninterrupted or error-free, and COMPANY will not be liable to the CUSTOMER or any other third party for the consequences of any interruptions or errors in the operation and/or performance of the COMPANY System.
4.2. COMPANY WILL NOT BE LIABLE FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE SYSTEM, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY’S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE SYSTEM WILL NOT EXCEED THE LESSER OF THE TOTAL ANNUAL FEES PAID TO DATE BY CUSTOMER, OR $5,000 USD OR ITS EQUIVALENT, SPECIFIC TO THE PROPERTY AND SYSTEM AFFECTED, UNDER THIS AGREEMENT. THE FOREGOING LIMITATION SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT. COMPANY CANNOT, IN ANYWAY, ALTER THE POLICIES, RULES, AND REGULATIONS FOR ANY WEBSITE THAT CUSTOMER CONTRACTS TO YIELD THROUGH COMPANY AND/OR ITS SOFTWARE. COMPANY IS DEPENDENT UPON THE ACCURACY OF DATABASE INFORMATION AS DIRECTED BY CUSTOMER, INCLUDING BUT NOT LIMITED TO ROOM TYPE NAMES, USERNAMES, PASSWORDS, MARKUP PERCENTAGES AND/OR MARKUP DOLLAR AMOUNTS, ROUNDING TYPES AND AMOUNTS, ETC.