Terms of Service
Latest Update: October 28, 2024
This agreement constitutes the Reslify Terms of Service. By using Reslify Services, you agree to be bound by these terms. We have included summaries above each part to make them easier to understand, but they should not be considered a substitute for reading the full version. These summaries are not part of the official terms and do not have any legal effect.
Thank you for choosing Reslify for your business. When you sign up for a Reslify Account or use Reslify sites, templates, products, applications, tools, services, and features (collectively,” Services”), you agree to be bound by the following Terms of Service (“Terms”). Please read these Terms of Service carefully before you use the Reslify Services, as they contain important information regarding your legal rights and obligations.
This Agreement applies to any Services use, whether with a paid subscription or a free trial. By signing up for a Reslify Account or accessing or using the Services (or enabling an Affiliate to access or use the Services), you are indicating that you have read and understand this Agreement and agree to be legally bound by the Terms contained or referenced in this Agreement, including Privacy Policy, Cookie Policy, and Intellectual Property Policy. If you do not agree with all the Terms of this Agreement, you must not access or use any Reslify Services.
1. General Terms and Conditions
When you sign up for a Reslify account or use Reslify Services, you enter into a legal agreement with Reslify and agree to be bound by these Terms. By agreeing to this Agreement, you warrant that your use of the Services complies with all applicable laws and regulations. We may change this Agreement at any time, so please check these terms periodically for any changes.
Agreement. This Agreement, together with additional terms referenced within, is a binding legal agreement between you and the Reslify entity (“Reslify”, “we”, “us”, or “our”) regarding your use of Reslify Services, including mobile applications, websites, software, cloud-based solutions, and other products and services (collectively “Services”), whether in connection with a paid subscription or a free trial. You and Reslify are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
The headings and captions in this Agreement are used for convenience only and are not to be considered in interpreting this Agreement. As used herein, “include” and its derivatives are exemplary, not exhaustive, and “may” means “has the right, but not the obligation, to.”
This Agreement does not, and will not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and Reslify.
These Terms apply to any use from the United States and any other location outside the United States. The contract language is exclusively English, and translations into other languages only to inform the Customer. The English version of this Agreement and any notice or other document relating to this Agreement shall prevail if there is a conflict.
Formation of the Agreement. This Agreement is effective (“Effective Date”) on the earlier of (a) the date you sign up to receive Reslify services via an online sign-up form and accept this Agreement by clicking an “I Agree” button or otherwise indicate that you accept this Agreement (including through an Order Form), or (b) the date you or an Affiliate first access or use the Services.
Account Registration. You must register for and maintain a Reslify account to use the Services. Reslify may, in its sole discretion, reject your application, require that you change any username or password under your account, or cancel an existing account, for any reason.
Additional Terms. Your use of and access to certain Services may be subject to additional terms. Additional Terms will be listed in this Agreement or presented to you for acceptance when you sign up to use the related service. If this Agreement is inconsistent with the Additional Terms, the Additional Terms will control the service with which it applies.
Eligibility. By agreeing to this Agreement, you represent and warrant that: (a) you are at least the age of majority in the jurisdiction in which you live; (b) your registration and your use of the Service comply with all applicable laws and regulations.
Corporate Entity. If you enter into this Agreement and use our Services on behalf of a legal entity, you represent and warrant that you have the legal authority to bind that entity and its Affiliates to this Agreement, and that entity agrees to be bound by this Agreement. All references to “you” and “your” are referring to that entity.
Modifications to the Agreement. We may, in our sole discretion, change, modify, add, or remove portions of this Agreement from time to time with or without notice. Any changes we make will become effective immediately when we post a modified version of the Agreement on our Website or Reslify Application unless otherwise indicated; therefore, please check these terms periodically for changes. We do not and will not assume any obligation to notify you of any changes to this Agreement or the creation or modification of any additional terms. You are responsible for remaining knowledgeable about the terms of the Agreement. If you continue using the Services after any changes, it means you have accepted them. If you do not agree to any changes, you must stop using the Services, and you can terminate your account by submitting a Support Request. It is your obligation to ensure that you read, understand, and agree to the latest version of the Agreement. The legend “Latest Update” at the top of the Agreement indicates when it was last changed, and we agree the changes will not be retroactive.
2. Services
We may offer free, trial, or Beta services at no charge and make no warranties regarding these Services. While using our products and services, we may also provide you with services from third parties. If you use these services, it is solely between you and a third party, and we do not intervene in any dispute arising between you and them.
We may change certain Services at any time and for any reason.
Access to the Services. Reslify will make the Services to which you have subscribed available after forming the Agreement. Use of the Services requires Internet access through your computer or mobile device, and you agree that we do not provide you the equipment you need to access the Services. You will have sole responsibility for obtaining, maintaining, and paying for any hardware, telecommunications, Internet, and other services required to use the Reslify Services. Reslify does not guarantee that the Services will be compatible with all devices or mobile carriers. Your use of the Services may be subject to your agreements with your mobile device manufacturer or carrier.
Free, Trial and Beta Services. Reslify may, in its sole discretion, offer free, trial, or Beta Services at no charge. Reslify may also start the contractual relationship between the parties with a free trial period for a limited time to allow new customers to try out the Services. Any free, trial, or Beta Services are provided on an “AS IS” basis with no warranties of any kind and is deemed unconditionally accepted at the time of first delivery by Reslify. Reslify will have no liability for any harm or damages suffered by you, your affiliate, or any third party in connection with any free, trial, or Beta Services. Reslify reserves the right to discontinue any free, trial, or Beta Services or your ability to use such Services at any time, with or without notice, and without any further obligations to you. Reslify may also terminate any inactive account that has not been accessed or used for 3 consecutive months, with or without notice if it is a free Reslify product.
Support Services. Reslify reserves the right, but not the obligation, to provide support to Reslify customers with technical issues related to the use of its Services. The applicable support hours that will not be available on statutory holidays can be found on our Website. Reslify will make every effort to react within a reasonable period, but the time until the first response to email inquiries may vary depending on capacity. Inquiries received outside of regular support hours shall be deemed to have been received during the next business day.
Modifications to Services. We reserve the right, in our sole discretion, to change, update, add, remove, replace, suspend, delete, or discontinue, temporarily or permanently, any or all features, components, or functions of the Services at any time, for any reason, and with or without notice. We have no obligation to update or enhance any Services or to produce or release new versions of any Services. We shall have no liability to you for any of the foregoing actions, and (direct and indirect) consequences in this respect are at the expense and risk of you and your affiliates. If you continue using the Services after any changes, it means you have accepted them. If you object to any such changes, you must stop using the Services, and you can terminate your account by submitting a Support Request.
All information posted on the Services is also subject to change at any time without notice, by removing from, adding to, or modifying the Service. We shall have no liability to you for any such modifications. Your continued access or use of the Service following such changes constitutes and signifies your full acceptance of such changes.
Third-Party Services. Reslify may recommend or provide you a third-party software, applications, products, services, or website links (“Third-Party Services”) for your consideration or use. Your purchase, access, or use of any Third-Party Services is solely between you and the applicable Third-Party Provider, which is subject to any additional terms, conditions, and policies applicable to such Third-Party Services (such as terms of service or privacy policies of the providers of such Third-Party Services). In addition to Reslify Terms of Service, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by, Third-Party Providers. You should contact the service provider for Third-Party Services directly for service, support, or warranty assistance.
Although Reslify Services may allow you to access or use Third-Party Services, they are not “Services” under this Agreement and are not subject to any warranties, service commitments, or other obligations concerning Services hereunder. The availability of any Third-Party Services through the Services does not imply Reslify’s representation, authorization, sponsorship, endorsement of or affiliation with the Third-Party Provider. Reslify does not control Third-Party Services and will have no liability to you or your Affiliates in connection with any Third-Party Services. Reslify has no obligation to monitor or maintain Third-Party Services and may disable or restrict access to any Third-Party Services at any time and without notice. Reslify is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third-Party Services.
Any use by you of Third-Party Services offered through the Reslify Services is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third-Party Services before using them. The relationship between you and any Third-Party Provider is strictly between you and such Third-Party Provider, and Reslify is not obligated to intervene in any dispute arising between you and a Third-Party Provider. Reslify is not liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary, or other damages resulting from any Third-Party Services or your contractual relationship with any Third-Party Provider. Reslify is also not liable for the acts or omissions of any Third-Party Provider, including any Third-Party Payment Processor.
You acknowledge that Third-Party Services may require the payment of additional amounts to Reslify and/or to the providers of such Third-Party Services.
By using or enabling any Third-Party Services to use with the Services, you are expressly permitting Reslify to allow the applicable Third-Party Provider to access your data and other Materials to the extent necessary to utilize the Third-Party Service. Any exchange of data or other Materials or other interaction between you and the Third-Party Provider is solely between you and such Third-Party Provider. Reslify is not responsible for any disclosure, modification, or deletion of your data or other Materials, or for any corresponding losses or damages you may suffer, because of access by a Third-Party Service or a Third-Party Provider to your data or other Materials.
Payment Processing Services. Reslify offers the ability to process payments through the Services (“Payment Processing Services”). Payment Processing Services are provided by our third-party payment processing partners as Third-Party Services and any procurement by you or your Affiliates will be subject to a separate merchant agreement which will be solely between you (or your Affiliate) and the third-party processor. If you (or your Affiliates) enroll in Reslify Payments, you accept and agree to be bound by the terms and conditions of applicable merchant agreements, card network rules, policies, laws, and regulations.
We may, in our sole discretion, offer Payment Processing Services provided by Stripe. Reslify Payments are subject to certain fees and surcharges communicated to you during the enrollment process and as may be updated by Reslify from time to time. By enrolling in Reslify Payments, you agree to be bound by the Stripe Connected Account Agreement and Stripe Terms of Service (collectively, the “Stripe Services Agreement”), and any other terms contained therein, which may be modified by Stripe from time to time. Under no circumstances can Stripe Services be used in violation of the Stripe Services Agreement, and any failure to do so by you or an affiliate will be a Material Breach of this Agreement. As a condition of Reslify enabling Payment Processing Services through Stripe, you agree to provide Reslify accurate and complete information about you and your business and to update that information whenever necessary to ensure it is accurate at all times, and you authorize Reslify to share it and transaction information related to your use of the Payment Processing Services provided by Stripe according to our Privacy Policy. To the extent permitted by law, we may collect any obligations you owe us under this Agreement by deducting the corresponding amounts from funds payable to you arising from the settlement of card transactions through Reslify Payments. Fees will be assessed at the time a transaction is processed and will be first deducted from the funds received for such transactions. If the settlement amounts are not sufficient to meet your obligations to us, we may charge or debit the bank account or credit card registered in your account for any amounts owed to us. Your failure to fully pay the amounts that you owe us on demand will be a breach of this Agreement. You will be liable for our costs associated with collection in addition to the amount owed, including without limitation attorneys' fees and expenses, costs of any arbitration or court proceeding, collection agency fees, and any applicable interest. Additionally, we may require a personal guarantee from a principal of a business for funds owed under this Agreement. If we require a personal guarantee we will specifically inform you. In addition to the amount due, delinquent accounts may be charged with fees that are incidental to the collection of delinquent accounts and chargebacks including, but not limited to, collection fees and convenience fees, and other third parties’ charges. You hereby explicitly agree that all communication in relation to delinquent accounts will be made by electronic mail or by phone, as provided to Reslify by you. Such communication may be made by Reslify or by anyone on its behalf, including but not limited to a third-party collection agent.
Reslify Payments may allow you (or your Affiliates) to perform transactions through Reslify Payments (including, without limitation, prepaid reservations, cancellation fee payments, and ticket sales). You acknowledge and agree that Reslify solely offers the ability to facilitate the end user’s payment and you remain solely responsible for the payment of any and all chargebacks, refunds, and overdue amounts that arise as the result of transactions conducted through Reslify Services.
Reslify may offer special pricing, credits, and/or discounts to you or your Affiliates for the Services contingent upon timely procurement, and continued material usage, of the Payment Processing Services and/or Reslify Payments. In the event you or your Affiliate stop utilizing the Payment Processing Services and/or Reslify Payments, Reslify may, in its sole discretion, revoke the special pricing, credits, and/or discounts being applied to the Services.
3. Fees and Payment
We’ll automatically bill you in regular intervals (monthly or annually) unless you or we cancel your subscription. If we are not able to process the payment of fees, we may suspend your Account or terminate this Agreement. On the other hand, we may change any fees upon notice to you. All fees paid are non-refundable and do not include taxes.
Software Service Fees (“Subscription Fees”). Reslify Services may include both paid-for Services (“Paid Services”) and free Services, for which no fees are charged (“Free Services”). Paid Services are billed periodically on a recurring basis (“Subscription Service”) for the term as specified when you subscribe and subject you to recurring fees and/or terms. Reslify reserves the right to determine prices for its Paid Services. Unless otherwise stated on an Order Form, fees for the Software Services (“Subscription Fees”) and any other fees (commissions from transactions etc.) are set forth on the applicable Website(s) or Application(s). When you sign up for a subscription-billing-based account, including after any free trial period, you agree to allow us to bill your credit card (or another payment method) for all due charges and you agree that specified subscription fees and any other applicable fees (e.g. SMS text messages) will be periodically, monthly or annually, depending on your arrangement with Reslify, transferred from an acceptable payment method account of yours for placing your offers via Services and maintaining your Reslify account. Fees must be paid in advance of each billing period, and you are responsible for all subscription fees for the entire subscription term. Fees will appear on an invoice, which will be sent to the Account Owner via the email provided.
You may access Reslify fee-based Services via a monthly or annual subscription option. Our “Monthly” subscription is paid for by an upfront payment with automatic monthly renewals, and our “Yearly” subscription is paid for by an upfront payment with automatic annual renewals. Your account continues to be charged automatically and bill your payment method every month or every year unless and until you cancel your subscription, or we terminate it.
If you want to reduce the number of Locations for any Subscription Plans as a result of closure or transfer of ownership of such Location, you shall provide Reslify with 30 days’ advance written notice of such reduction. You shall continue to pay Subscription Fees for such Location through 30 days after Reslify receives the notice of termination. If you increase the number of Locations for any Subscription Plans, you will be charged additional Subscription Fees at the per location fee as set forth on the Order Form.
Reslify reserves the right to offer different levels of service in alternative price plans and to impose different restrictions or levels of service in such alternative plans. Reslify may make promotional offers with different features and different pricing to any Reslify customers for a limited time. Reslify may also waive or reduce your Subscription Fee for a certain period at its sole discretion, such as in the event of a free trial period. In the free trial period, you will be presented with an offer of a certain Subscription Fee. You hereby expressly agree to provide your payment details to Reslify and to pay the Subscription Fee and all applicable Charges before the end of the Free Trial to continue using Reslify Paid Services. If you fail to provide your payment details to Reslify and make a payment following the completion of a free trial period, you understand and accept that Reslify reserves the right (a) to suspend and revoke your access to your Account and the Paid Services or; (b) terminate this Agreement with immediate effect and without further notice. Reslify may, in its sole discretion, reinstate some or all the Reslify Paid Services upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. You may not be able to access your data stored using Paid Services during any period of suspension. If the outstanding Fees remain unpaid for 90 days following the date of suspension, Reslify reserves the right (but has no obligation to) to terminate the Agreement and block your Account without the option to re-purchase or re-use it, and any of your data contained in such Account, including any applications, and Third-Party Services may be canceled and/or deleted.
Payment Account Information. You or an affiliate must provide valid account information for an acceptable payment method through the Reslify Application to pay for all incurred and recurring Fees. Reslify uses this account information as described in our Privacy Policy. You may add, delete, and edit the payment account information you have provided from time to time through the Reslify Application. Reslify will charge applicable Fees to any valid payment method you authorize (“Authorized Payment Method”) and will continue to charge until the Services are canceled, and all fees are paid in full.
It is your responsibility to provide Reslify with any changes in your payment details such as updating your credit card, or any changes to your banking information. If your primary form of payment is returned as incomplete, rejected, or canceled, we may in our sole discretion (but shall not be obligated to) retry to collect at a later time.
By providing debit or credit card account information through the Reslify Application, you represent, warrant, and covenant that: (a) you are legally authorized to provide such information to us; (b) you are legally authorized to perform payments from the debit or credit card account(s) and you authorize Reslify to charge the card for all payments hereunder; and (c) such action does not violate the terms and conditions applicable to your use of such debit or credit card account(s) or applicable law. When you authorize a payment using a debit or credit card account via the Reslify Application, you represent, warrant, and covenant that there are sufficient funds or credit available to complete a payment using the debit or credit card account. By using Reslify Services, you acknowledge and accept the binding agreement to bear full financial responsibility for all Reslify Services.
To the extent permitted by applicable law and subject to our Privacy Policy, by submitting payment information, you acknowledge and agree that we may provide that information to certain third-party vendors and service providers (such as payment processing providers) to process payments and manage debit and credit card information. You agree to verify any information requested by Reslify for purposes of acknowledging or completing any payment.
Delinquent Accounts. If we are not able to process payment of fees within thirty (30) days after the applicable due date, it will be deemed a material default under this Agreement. Reslify will be entitled to either (a) suspend and revoke your access to your Account and the Paid Services or; (b) terminate this Agreement with immediate effect and without further notice. You may not be able to access your data stored using Paid Services during any period of suspension. Reslify may, in its sole discretion, reinstate some or all the Reslify Paid Services upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. If the outstanding Fees remain unpaid for 90 days following the date of suspension, Reslify reserves the right (but has no obligation to) to terminate the Agreement and block your Account without the option to re-purchase or re-use it, and any of your data contained in such Account, including applications, and Third-Party Services may be canceled and/or deleted. In the event Reslify suspends or cancels your account for non-payment, all amounts due and unpaid (including overdue expenses) for use of the Services shall become immediately due and payable. In the event of non-payment and the exhaustion of the procedures set forth in this section, Reslify reserves the right to seek payment using any remedies allowed to it by law. In addition to the amount due for the Service, Reslify has the right to charge a delinquent account with fees, interest (in the amount of the respective statutory interest rate), expenses (including attorneys’ fees) that are incidental to any chargeback or collection of any the unpaid amount, including collection fees.
Cancellation Charges. Once you submit a request for Subscription cancellation within the 30 (thirty) days’ notice period, no additional charges will be made. However, no refunds (prorated or otherwise) are provided upon cancellation. All payment obligations under this Agreement are non-cancelable and all fees paid are non-refundable. Certain Services purchased through Reslify is also non-refundable such as business tools, and applications. In the interest of fairness to all our clients, no exceptions will be made.
You must cancel your subscription within the notice period before it renews to avoid charging the next periodic Subscription Fee to your account, otherwise, your payment account continues to be charged. If you cancel a Subscription Service, you will continue to have access to that Subscription Service through the end of your then-current billing period, but you will not be entitled to a refund or credit for any Subscription Fee already due or paid.
Payment Errors. If you believe a payment has been processed in error, you must provide written notice to Reslify within thirty (30) days after the date of payment specifying the nature of the error and the amount in dispute ("Payment Error Notice"). If the Payment Error Notice is not received by Reslify within such a thirty (30) day period, the payment will be deemed final.
Change in Pricing. Reslify reserves the right, at any time and at its discretion, to change any fees and any other pricing terms on a going-forward basis upon advance notice to you. Your continued use of Subscription Services after notice of a change to our Subscription Fee will constitute your agreement to such changes. Reslify may also convert any free, trial, or Beta Service into a Service subject to a Subscription Fee upon notice to you, and your rights to such Service will be suspended if you do not pay the Subscription Fee.
Overdue Charges. Any amounts not received by the applicable due date may accrue late interest at the lesser of either (a) 1.5% of the outstanding balance per month, or (b) the maximum interest permitted by applicable law, whichever is less, plus costs of collection.
Taxes. Subscription Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with purchases and transactions under this Agreement. For the avoidance of doubt, all sums payable by you to Reslify shall be paid free and clear of any deductions or withholdings whatsoever. If Reslify is legally required to pay or collect any Taxes on your behalf, Reslify will invoice you and you will pay the invoiced amount. You acknowledge and agree that we may make certain reports to tax authorities regarding transactions that we process and merchants to which we provide Payment Processing Services. For clarity, Reslify will be solely responsible for taxes assessed on Reslify based on its income.
4. Term, Termination, and Suspension
Please contact Reslify Support within 30 days’ notice period if you want to cancel your Account.
Term. This Agreement will commence on the Effective Date and will continue for the initial term specified on the Order Form ("Initial Term"). This Agreement shall automatically renew for the term specified in the Order Form (each a “Renewal Term” and collectively with the Initial Term, the “Subscription Term”) unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term.
Termination. Either Party may terminate this Agreement for any reason or no reason, by giving the other Party at least thirty (30) days’ notice before the end of the relevant Subscription Term.
Reslify may immediately, without notice, suspend or terminate your access to the Service (or any portion thereof) and terminate this Agreement for any of the following reasons: (a) if you or an Affiliate are in material breach of this Agreement; (b) any activity or use of Services in connection with your account violates this Agreement, the intellectual property rights of a third party or applicable laws, or is otherwise disruptive or harmful to Reslify or any third party; or (c) we are required to do so by law.
In the event of one of the parties request a moratorium on payments or is declared bankrupt or the other Party is a legal entity that is dissolved, Each Party is entitled to terminate the relevant Agreement with immediate effect upon notice and without prior judicial intervention.
Termination of the Terms of Service shall be without prejudice to any rights or obligations which arose prior to the date of termination. In no event will any termination relieve you of your obligation to pay any fees payable to Reslify for the period before the effective date of termination and become immediately due and payable at the time of termination. If there are any outstanding Fees owing by you at the date of termination of the Service, you will need to pay them in full.
Rights on Termination or Expiration. Upon termination or expiration of this Agreement by either party for any reason, (a) the license and any other rights granted to you under these Terms will end; (b) you will have no rights to continue use of the Services and will immediately cease accessing and/or using the Services and your Account; (c) you will not be entitled to any refunds of any Fees; (d) any outstanding balance owed to Reslify for your use of the Services until the effective date of such termination will immediately become due and payable in full; (e) all Order Forms will automatically terminate and be of no force or effect; (f) Reslify will have no obligation to maintain your Services account or to retain or forward any data to you or any third party; (g) Reslify may (but has no obligation to) delete your information and account data stored on our servers; (h) Reslify will not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of the Services, or for deletion of your information or account data; (i) you will remain liable for any amount that may later become due as a result of a chargeback or similar transaction and any termination fees charged pursuant to the Order Form.
For a period of no greater than thirty (30) days following a notice of termination, Reslify will make Your Account available to you.
The following will survive any expiration or termination of this Agreement: Sections Introduction, 1, 3 (other than Subscription Fees), 4 (other than Term), 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24.
5. Your Liabilities
You are responsible for all materials uploaded and activities that occurred through your account. Anything you provide us through our services must not contain anything that we think is objectionable (e.g., illegal, obscene, hateful, or harmful to you, our customers, or us).
You should provide us with accurate and complete information to use our Services. Please remember that this information is for internal business use only. You should also keep your information protected and safe.
Liability for Affiliates and End Users. You are responsible for all activities that occur through your account, including, but not limited to, any actions taken by your staff, employees, consultants, advisors, independent contractors, Affiliates, and End Users. You have the full responsibility to ensure that your Affiliates and End Users comply with the relevant provisions of this Agreement, including Additional Terms, and Policies provided by Reslify, and any applicable local, state, national, and foreign laws. Any reference to your “access” or “use” of Services (or similar phrase) includes access or use of, if appropriate, Affiliates and/or End Users. Any act or omission of your Affiliates and End Users that fail to comply with this Agreement will be deemed a breach of this Agreement by you, and Reslify will have the right to charge the resulting costs to you according to its prices and rates applicable at that time. You are solely responsible for all access to and use of the Service directly or indirectly by or on behalf of you, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use. You will also remain responsible for training and supervising your employees and other personnel in the use of the Service.
Your Data. You have the sole responsibility to provide accurate and complete information when registering to our Services and promptly update this information to keep it current. Reslify shall not be responsible or liable for any delay or failure in performing its obligations under this Agreement that is caused by your delay in or failure to provide complete and accurate Data. You are also personally responsible for ensuring that your collection and use of Your Data comply with applicable laws, including those related to data privacy and transmission of personal data. If you provide any information that is inaccurate or incomplete, or we have reason to believe that the information is inaccurate or incomplete, we have the right to suspend or terminate your account and your use of the Services.
You have the full responsibility for providing Reslify with any Content and information necessary to use Reslify Service in accordance with each applicable Order Form, which Content may include, without limitation, business information and its transactions with its consumers. You are responsible for the creation and operation of your Reslify Account, including, but not limited to, all activity and content such as photos, images, videos, graphics, trademarks, logos, branding materials, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account (“Materials”).
You are solely responsible for any liability resulting from your or any Affiliate’s handling of Cardholder Data. You agree that you and your Affiliates will comply with PCI DSS anytime the Services are used to process credit cards.
Safeguards. Since usernames, passwords, or other security information are for internal business use only, you should not share it with anyone to protect your account from unauthorized use. You are the only responsible party for keeping the security information associated with your account secure and preventing unauthorized access to, or use of, the Services. You, and not Reslify, are responsible for any use or misuse of usernames or passwords associated with your account. Reslify cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account. If we receive instructions using your username and password, we will assume you have authorized the instructions. If there is unauthorized access or use by anyone, you should contact us immediately at support@reslify.com. You are also solely responsible for controlling the content and use of Your Data, including the uploading or other provision of Data to the Service.
End User Terms. You are wholly responsible for any End User Terms you enter into with your End Users, and Reslify will not be a party to such agreements, nor will Reslify incur any liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you, any End User, or any third party may incur in connection with such agreements.
Messages. You may, through the Service, send a variety of messages, emails, communications, and other information (collectively, "Messages") to End Users who have elected to receive Messages or who have provided their contact information to you directly. Reslify is not involved in and shall bear no responsibility for, Messages, except for providing the Service that facilitates the creation, delivery, and management of such Messages. Without limiting the foregoing, you are wholly responsible for Messages, including, without limitation, (a) the content thereof and (b) honoring any End User privacy choices and terms (if any) included in such Messages.
Restrictions. You and your Affiliates and End Users will not: (a) submit, transmit, distribute, or disseminate any false, misleading, infringing, obscene, indecent, pornographic, lewd, defamatory, threatening, libelous, harassing, hateful, abusive, inflammatory, or otherwise unlawful or tortious material through the Services, including material that violates privacy rights or which may expose Reslify, its affiliates or its customers or other persons to harm or liability of any nature; (b) post, transmit, or otherwise make available through or in connection with the Services any corrupted data or any other harmful, disruptive, or destructive files, viruses, worms, Trojan horse, Easter egg, time bomb, spyware, or other harmful computer code, files, scripts agents or programs; (c) post, transmit, or distribute any content that encourages conduct that would be considered a criminal offense or gives rise to civil liability; (d) advertise products or services competitive with Reslify’s or its affiliates’ products and services, as determined by us in our sole discretion, or access or use (or allow a third party to access or use) the Services for competitive analysis or to build any competing products or services; (e) interfere with or disrupt the integrity or performance of the Services or the data contained therein, prevent access to or use of the Services by our other customers, or impose an unreasonable or disproportionately large load on our infrastructure; (f) attempt to gain access to the Services or related systems or networks in a manner not permitted by this Agreement; (g) reverse engineer or decompile any portion of the Services, including but not limited to, any software utilized by Reslify in the provision of the Services; (h) use the Services for the sale of firearms, firearm parts, ammunition, weapons, or other devices designed to cause physical harm; (i) restrict or inhibit any other person or entity from using any portion of the Services; (j) remove any copyright, trademark, or other proprietary rights notice from the Services; (k) frame or mirror any portion of the Services or otherwise incorporate any portion of the Services into any product or service; (l) copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell, or distribute in any way material, information, or any features, functions, integrations, interfaces, or graphics of Services from Reslify; (m) systematically download and store Services content; (n) use any robot, spider, scraper, site search/retrieval application, or another manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Services content, or reproduce or circumvent the navigational structure or presentation of the Services; (o) use the Services to send unsolicited electronic messages (aka spamming); (p) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Services available to any third-party, other than to Affiliates and End Users as permitted herein; (r) use the Services for any illegal activity or in violation of any local, state, national, or international law; (s) use or exploit the Services in any manner not expressly permitted by this Agreement; (t) export the Services to any location subject to export restrictions imposed by the US laws; (u) purchase search engine or other pay-per-click keywords (such as Google AdWords), or domain names that use Reslify or Reslify Marks and/or variations and misspellings thereof; (v) engage in any activity that may be in violation of regulations administered by the United States Department of the Treasury’s Office of Foreign Asset Control. Prohibited activity includes but is not limited to the provision of Services to or for the benefit of a jurisdiction, entity, or individual blocked or prohibited by relevant sanctions authorities, including but not limited to activities in Iran, Cuba, North Korea, Syria, or the Crimean Region of Ukraine.
If we suspect any violation related to your Reslify Account, you authorize us to share information about you, your Reslify Account, and any of your transactions with law enforcement.
Consent. You are responsible for ensuring that (a) you have the appropriate rights to interact or contact End Users through the Services under applicable laws and regulations, and (b) you have obtained the requisite level of consent necessary from End Users when utilizing the Services.
6. Intellectual Property Rights
While we are happy to allow you to use our Services, you don’t have any ownership rights in them. We may use any suggestions you provide us to improve our products and services at no cost.
Reslify Intellectual Property. Reslify and its affiliates reserve all rights, titles, and interest in and to the Services, all copies of the Services, and Reslify Data and Aggregated Data, including, without limitation, all trademarks, logos, and other intellectual property rights. The Services are protected by copyright, trademark, patent, intellectual property, and other laws of the United States and other countries. These Terms of Service do not grant you any license, right, or interest in any marks of Reslify, its affiliates, or any third party. You agree not to display or use any Reslify Marks in any manner without Reslify’s express prior written permission; the contrary situation shall constitute a material breach of this Agreement. Any trademarks, service marks, and logos associated with a Third-Party Services may be the property of the third-party provider, and you should consult with the third-party provider before using any of their marks.
You hereby grant to Reslify and its affiliates a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license and right to use, copy, import, display, reproduce, perform, and distribute (a) any information, data, text, photographs, videos, audio clips, written posts, comments, software, scripts, or graphics provided by you to Reslify; (b) Your Marks including business name(s), trademarks, trade names, service marks, logos, images, photographs, or other identifiers; (c) any other content provided by you to Reslify, in connection with the provision, operation, marketing, and promotion of the Reslify Services and Reslify’s Business (and the business of Reslify’s successors and business partners), including on Reslify’s customers (“Your Content”).
You may submit any ideas about the Services that are entirely voluntary. You grant Reslify and its affiliates a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to use, modify, copy, distribute, and incorporate into the Services any suggestions, enhancement requests, recommendations, proposals, correction, or other feedback or information provided by you, Affiliates, or End Users relating to the Services or Reslify’s or its affiliates’ business(es), without any obligation to you.
Other than those rights specifically granted to Reslify or its affiliates herein, all rights, title, and interest in and to Your Marks are expressly reserved by you.
Your License. Subject to the terms and conditions of this Agreement, Reslify hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license and right to use the Paid Services declared in an Order Form during the Subscription Term solely for your internal business purposes.
7. Data Ownership
Your Data. The Services may include functionality for uploading, creating, or providing suggestions, recommendations, feedback, stories, reservations, photos, documents, logos, trademarks, branding materials, products, services, promotions, advertisements, and other materials or information (“Content and/or Data”). You own all rights, titles, and interests in Your Data, subject to the rights you granted us in these Terms of Service. However, you agree to allow other internet users to view the Content you post publicly to your Profile. You hereby grant Reslify and its affiliates a worldwide, nonexclusive, royalty-free, fully paid-up, transferable, irrevocable, assignable, perpetual, and sublicensable right and license to use, copy, modify, distribute, reproduce, adapt, publicly display and perform, publish, prepare derivative works of and otherwise use Your Data for providing, improving, promoting, and/or incorporating into Reslify’s or its affiliates’ products and services and/or complementary products or services of its affiliates. You also warrant to Reslify that you have all rights necessary to grant the licenses in this section and that your provision and use of Your Data through and in connection with the Services does not violate any applicable laws or rights of any third party. You are responsible for compliance of your Content with any applicable laws or regulations.
You retain all rights in your Content, subject to the rights you granted us in these Terms of Service. You may modify or remove your Content via your Reslify Account or by terminating your Reslify Account, but your Content may persist in historical, archived, or cached copies and versions thereof available on or through the Services.
We have the right, not the obligation, to monitor, create, modify, delete, and remove any Content at any time and for any reason without notice, including without limitation making, changing, or canceling reservations for your customers on behalf of you. We may also monitor any Content to detect and prevent fraudulent activity or violations of Reslify Terms. You understand that by using the Services, you may be exposed to Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any Content, including any loss or damage to any of your Content.
Personal Information. You may collect, through the Service, personal information about End Users, including, without limitation, contact information (such as name, phone number, email address, etc.), credit card information, purchase and visit history, acquisition source, email interactions, online reviews, and location information (collectively, "End User Data"). Before you engage with the Service, you will provide all notices and obtain all consents required under Applicable Privacy Laws to enable Reslify to process End User Data in accordance with Reslify's privacy policy. You will not (a) make any representations or other statements with respect to End User Data that are contrary to, or otherwise inconsistent with, Reslify's privacy policy or (b) interfere with any independent efforts by Reslify to provide notice or obtain End User consent. You own all rights, titles, and interests in and to individual-level End User Data. Notwithstanding the foregoing, you grant Reslify the right to use and disclose End User Data (i) on an aggregated and anonymized basis for Reslify’s business purposes; (ii) to provide, manage, maintain, enhance, and add to the Services; (iii) as elected by you in writing (email acceptable) in connection with your use of the Services; or (iv) to enforce Reslify’s rights under this Agreement. You acknowledge and agree that Reslify may process Your Data for various purposes, including providing the Services and related functions such as billing, customer or End User support, sending direct marketing communications to your representatives or End Users, data science, and product or service improvement and reporting. You represent and warrant that You are authorized to process Your Data and make such data available to Reslify for uses as set out in the Agreement and Privacy Policy, including through appropriate notice, consent and by referring individuals, such as End Users, to our Privacy Policy (notwithstanding Reslify’s ability and right, to which You agree, to request consent, and provide notice and its Privacy Policy separately to individuals).
Reslify Data. Reslify owns all rights, titles, and interests in and to all data and information related to your and End Users' use of the Service (except End User Data) and may aggregate, use, disclose, compile, distribute, and publish statistical and/or analytical data regarding the performance, provision, and operation of the Service (including, without limitation, by aggregating and anonymizing End User Data) (collectively, "Reslify Data"). Reslify and its affiliates may utilize this Data for any purpose.
8. Confidential Information
You and Reslify agree to use each other's Confidential Information only to perform the obligations in these Terms of Service. Confidential Information must be protected and respected.
Each Party will use all confidential information that it obtains from the other Party, solely as necessary for performing its obligations under these Terms of Service. A Party will not disclose or use any Confidential Information of the other Party except: (a) as reasonably necessary to perform its obligations or exercise any rights granted pursuant to this Agreement; (b) with the other Party's prior written permission; (c) to the extent required by law or order of a court or other governmental authority or regulation; (d) by or to its employees, agents, and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder. Each Party agrees to take all reasonable steps to protect the other Party’s Confidential Information in the same manner that it protects its own Confidential Information of like kind but in no event using less than a commercially reasonable standard of care. Confidential Information will not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the disclosing Party; (b) was known to a Party prior to its disclosure by the other Party without breach of any obligation owed to the other Party; (c) was independently developed by a Party without breach of any obligation owed to the other Party; (d) was or is received from a third party without breach of any obligation owed to the other Party; or (e) the Party gave written permission to the other Party for disclosure, but only with respect to such permitted disclosure. For clarity, nothing in this Section 8 will restrict Reslify with respect to Reslify Data.
9. Warranties
You warrant that you will provide us with accurate information and that you will follow the law and our terms.
Mutual Representations and Warranties. Each party hereby represents and warrants to the other party that: (a) it has the full corporate right, power, and authority to enter into this Agreement and to perform the acts required by it hereunder; and (b) the execution of this Agreement and the performance by such party of its obligations and duties hereunder, do not and shall not violate any agreement to which such party is otherwise bound.
Your Warranties. You represent and warrant to us that: (a) you are at least the age of majority in the jurisdiction in which you live; (b) you are eligible to register and use the Services and have the right, power, and ability to enter into and perform under these Terms of Service; (c) any information you provide in connection with the Services, including your business name and such other information as may be requested by Reslify (collectively “Account Information”), completely, accurately, and truthfully represents your business or personal identity under which you sell goods and services; (d) you, your registration and your use of the Service, and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to you and/or your business, including the Health Insurance Portability and Accountability Act (“HIPAA”); (e) you will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Services; (f) your use of the Services will be in compliance with these Terms; (g) you own or otherwise have and will have the necessary rights and consents in and relating to Your Data, including End User Data, for Reslify to store, collect, use, and share such Data under this Agreement and Reslify's privacy policy; (h) you maintain adequate physical, technical, administrative, and procedural safeguards to protect Your Data, including End User Data, from unauthorized use or disclosure; (i) you will not use the Services in a way that violates or causes Reslify to violate any intellectual property, proprietary, or other rights of any third party; (j) you have obtained and shall maintain throughout the Term all necessary licenses, authorizations, approvals, and consents to enter into and perform its obligations hereunder in compliance with all applicable laws and industry best practices; (k) you will remain fully responsible for all access to and use of the Services on your (and your Personnel’) access credentials and accounts, whether or not you have knowledge of or authorizes such access and use; and (l) neither you nor your Personnel will share or provide access to respective access credentials to any third parties, and you will use your best efforts to protect the secrecy of access credentials.
You are responsible for the accuracy and timely updating of Account Information, and you agree to promptly notify Reslify in writing if any Account Information changes. You agree that Reslify has no responsibility or liability whatsoever for any loss or damages caused, either directly or indirectly, by inaccurate Account Information.
10. Disclaimers
While we make every effort to provide great products and services to our customers, we do so on an as-is, no-warranty basis.
SERVICES ARE PROVIDED ON AN “AS IS”, AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND ARE DEEMED UNCONDITIONALLY ACCEPTED AT THE TIME OF FIRST DELIVERY BY RESLIFY. YOUR OR YOUR AFFILIATES’ ACCESS AND USE OF THE SERVICES AND THE (DIRECT AND INDIRECT) CONSEQUENCES IN THIS RESPECT ARE AT THE EXPENSE AND RISK OF YOU OR YOUR AFFILIATES. WITHOUT LIMITING THE FOREGOING, RESLIFY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT WITH RESPECT TO THE SERVICES AND/OR RELATED DOCUMENTATION. RESLIFY DOES NOT WARRANT OR ASSUME RESPONSIBILITY OR LIABILITY FOR ANY PRODUCT OR SERVICE OFFERED BY A THIRD PARTY. RESLIFY AIMS FOR THE AVAILABILITY OF THE SOFTWARE SERVICES OF TWENTY-FOUR (24) HOURS A DAY, SEVEN (7) DAYS A WEEK, YET RESLIFY DOES NOT GUARANTEE THAT THE SERVICES WILL BE WITHOUT INTERRUPTION AND/OR FAULTS. RESLIFY DOES NOT REPRESENT AND WARRANT THAT THE SERVICES ARE OR WILL REMAIN ACCURATE, UPDATED, COMPLETE OR CORRECT; THAT THE SERVICES WILL BE RELIABLE, SECURE, UNINTERRUPTED, TIMELY, ERROR-FREE, WITHOUT DEFECT; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR FIT FOR ANY PARTICULAR PURPOSE; THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THAT THE SERVICES OR THE SYSTEMS THAT MAKE THE SERVICES AVAILABLE SUCH AS THE INTERNET, YOUR LOCAL NETWORK, OR YOUR EQUIPMENT WILL BE UNINTERRUPTED OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT ANY INTERRUPTION WILL BE CORRECTED IN A TIMELY MANNER.
11. Limitations of Liability
Subject to applicable law, we will not be liable for any damages.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ANY RESLIFY PARTIES HAVE ANY LIABILITY FOR (A) ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES, MISSED SAVINGS, COST OF DATA RECONSTRUCTION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES ARISING OUT OF OR RELATING TO SERVICES OR THIRD-PARTY SERVICES INCLUDING BUT NOT LIMITED TO THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE RESLIFY WEBSITE, RESLIFY SERVICE, RESLIFY TERMS, OR THIRD-PARTY SERVICES; (B) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); (C) ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE RESLIFY SERVICES OR RESLIFY’S BUSINESS; (D) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE RESLIFY SERVICES OR RESLIFY’S BUSINESS; (E) YOUR FAILURE TO PROVIDE RESLIFY WITH ACCURATE ACCOUNT OR OTHER INFORMATION; (F) ANY LIABILITY RESULTING FROM YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL; (G) YOUR FAILURE TO ACCESS THE RESLIFY SERVICES OR RESLIFY’S BUSINESS DUE TO MALFUNCTION(S) IN EQUIPMENT, INFRASTRUCTURE, SYSTEM, OR THE NETWORK USED BY YOU INCLUDING BUT NOT LIMITED TO (USER) ERRORS, EXTERNAL INFLUENCES, MOLESTATION, CARELESS OR IMPROPER USE BY OR ON BEHALF OF YOU OR OTHER CAUSES NOT ATTRIBUTABLE TO RESLIFY; (H) YOUR PERFORMANCE OR NON-PERFORMANCE IN CONNECTION WITH THE RESLIFY SERVICES, RESLIFY’S BUSINESS, OR ANY RESERVATION, USER, OR CUSTOMER; (I) YOUR TAX OBLIGATIONS OR LIABILITIES RELATED TO THE USE OF RESLIFY’S SERVICES; (J) ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR RESLIFY ACCOUNT, OR THE INFORMATION CONTAINED THEREIN; (K) ANY DAMAGES OR LOSS CAUSED, OR ALLEGED TO BE CAUSED, BY THE TRANSMISSION OF CARDHOLDER DATA BEFORE ITS ENCRYPTION AND RECEIPT BY SERVER(S) OWNED OR CONTROLLED BY RESLIFY. THE EXCLUDED DAMAGES WILL INCLUDE, WITHOUT LIMITATION, DAMAGES RESULTING FROM FRAUD, EMBEZZLEMENT, THEFT, IDENTITY THEFT, OR INVASION OF PRIVACY. IN ALL CASES, RESLIFY WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF RESLIFY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF IS LIMITED TO $100. ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) APPLY WITH RESPECT TO BOTH RESLIFY AND THE RESLIFY PARTIES.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STATUTE, STRICT LIABILITY, OR ANY OTHER BASIS OR LEGAL THEORY, EVEN IF RESLIFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
12. Indemnification
If you do something using our services that gets us sued or fined, you agree to cover our losses as described below.
You agree to indemnify, defend, and hold Reslify and Reslify Parties harmless from and against any and all claims alleged or asserted against any of them, and all related charges, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including, but not limited to, reasonable attorneys' fees and costs) arising from or relating to: (a) any actual or alleged breach by you, an Affiliate, or an End User of any provisions of this Agreement (including, without limitation, breach, or alleged breach of any representations, warranties, or covenants herein); (b) any access to or use of the Services by you, an Affiliate or End User; (c) any actual or alleged violation by you, an Affiliate, or an End User of the intellectual property, privacy, or other rights of a third party; (d) any dispute between you and another party regarding ownership of or access to Your Data; (e) any wrongful or improper use of the Services by you, an Affiliate or End User; (f) any violation of any law, rule, or regulation of the United States or any other country; (g) any third-party claims made by your Customer regarding Reslify’s processing of your customer’s Personal Information in connection with providing you with the Services; (h) any other party’s act, omission, access, and/or use of the Services with your unique name, password, or other appropriate security code; (i) any transaction, purchase, sales, good, or service in respect of which Reslify provides, or provided, you with payment processing services (third party services) under the Terms; (j) any third-party claims due to or arising out of your breach of these Terms of Service; (k) your use of Third-Party Services or your relationship with a Third-Party Provider; (l) your data; (m) any chargebacks, refunds, and overdue amounts that occur as the result of your transactions conducted through the Reslify Services; (n) your violation of any agreement you have with any End User; (o) your failure to comply with the network rules or PCI-DSS security standards, including the compromise of any payment information; (p) the unauthorized use of the Services by any other person using your information.
You are and will be solely responsible, and Reslify is not in any way responsible, for any of Your interactions with your Customers or other third parties as a result of or in connection with Reservations, Tickets, Events, and Experiences, or for a Customer’s experience at your business location, or for any and all claims, damages, illnesses, injuries, liabilities, or costs (“Claims”) you or your Customer may suffer that arise or result from (i) your interaction with any Customer; (ii) any of your products or services; (iii) any communications with Customers, or other individuals by you, your Affiliates or your Personnel, whether through Reslify’s Services or otherwise; (iv) Customer’s experience at your business location; or (v) compliance with any related laws. You are solely responsible for, and Reslify disclaims all liability for, the provision of goods and services sold to your Customers as part of your use of the Services, and any obligations you may owe to your Customers. You agree to indemnify the Reslify Parties for any Claims arising out of or in connection with any of the foregoing.
13. Intellectual Property Policy
Any data or information submitted to the Services is subject to our Intellectual Property Policy. We respect the intellectual property rights of others and will investigate and respond to notices of all alleged infringements that are properly submitted in accordance with our Intellectual Property Policy. We may suspend or terminate the accounts of repeat infringers.
14. Privacy
The Service collects information that you specifically and knowingly provide and uses technological measures to collect information about your use of the Service. By accessing or using any of our Services, you consent to the collection, use, disclosure, and retention of your Personal Information by or on behalf of Reslify as explained in the Reslify Privacy Policy, as revised from time to time, and as otherwise permitted by applicable law. The Privacy Policy explains how we collect and use personal information submitted through the Services by yourself to provide you the Services. It is your responsibility to read and understand the Privacy Policy before using the Services.
Reslify is firmly committed to protecting the privacy of your Personal Information and the Personal Information of your customers or employees. Reslify will process certain of your customers’ or employees’ Personal Information on behalf of your business as a service provider (“data processor”). In such circumstances, you agree that you will comply with the data protection laws applicable to you and will provide data subjects with information on the processing of their Personal Information which satisfies the transparency requirements of such data protection laws, and ensures that Personal Information may be processed fairly, lawfully, and in a transparent manner.
15. Data Security
We take security very seriously, but we cannot guarantee complete protection. You should keep your information secure and notify us if you think an unauthorized person is using your account.
Reslify will process Personal Information properly, carefully, and safely, within the limits of the legal requirements and the legitimate objectives of Reslify and you. During the Subscription Term, we will maintain technical and organizational measures designed to secure Your Data from accidental destruction, loss, alteration, and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your Personal Information for improper purposes. You provide your Personal Information at your own risk.
You are solely responsible for safeguarding your password and for restricting access to the Services from your compatible mobile devices and computer(s). If either Party believes that there has been any unauthorized use of Your Data or Reslify Account in a manner not authorized under this Agreement or any other breach of security, such Party will promptly notify the other Party. You will immediately take all reasonable steps to mitigate the effects of a security breach and will cooperate with Reslify and provide all information requested by Reslify to remediate the breach. Any assistance provided by Reslify concerning a security breach does not in any way operate as acceptance or acknowledgment that Reslify is in any way responsible or liable to you or any other party in connection with such breach.
You are solely responsible for resolving disputes regarding ownership or access to Your Data, including those involving any current or former owners, co-owners, employees, Affiliates (former or current), or contractors of your business. You acknowledge and agree that Reslify has no obligation whatsoever to resolve or intervene in such disputes.
16. Communication
You agree to receive notices from us electronically.
You consent to accept and receive communications from Reslify, its affiliates, or third-party service providers, and any notices may be delivered to you within the Services, with e-mails, text messages, calls, and push notifications to the cellular telephone number we have on file for your account, by mail or in person, delivered by overnight delivery service, or mailed by certified or registered mail, postage prepaid, return receipt requested. Such notices will be deemed effective when sent on a business day, and if not sent on a business day, then on the next business day. Standard message and data rates applied by your cell phone carrier may apply to the calls and text messages we send you. If notice is given in person or by courier, it shall be effective upon receipt; if notice is given by confirmed email or facsimile during normal business hours of the recipient, it shall be effective upon receipt (or the next business day if after normal business hours); if notice is given by overnight delivery service, it shall be effective two (2) business days after deposit with the delivery service; and if notice is given by mail, it shall be effective five (5) business days after deposit in the mail.
You agree to the use of electronic communication to enter into agreements and place orders, and to the electronic delivery of notices, policies, and records of transactions initiated or completed through the Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction that require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.
You may opt out of receiving promotional email communications we send to you by following the unsubscribe options on such emails. You may opt out of any promotional phone calls by informing the caller that you would not like to receive future promotional calls. You acknowledge that opting out of receiving communications may impact your use of the Services.
17. Governing Law
Delaware law applies to this Agreement.
This Agreement will be governed by and interpreted in accordance with the internal laws of the State of Delaware without regard to conflicts of laws principles.
18. Dispute Resolution
In the unlikely event, we end up in a legal dispute, you agree that we will first attempt to resolve it through this informal process.
If we can’t resolve a dispute after following the process above, then we must resolve it through arbitration and not by a jury.
Mandatory Informal Dispute Resolution. Before an arbitration is commenced, you and Reslify agree to give each party a full and fair opportunity to address and resolve a Dispute informally. Both parties recognize that this is an important requirement, and that breach of this requirement would be a material breach of the Terms. If you have any dispute with Reslify arising out of or relating to this Agreement, you agree to notify Reslify with a written notice, before commencing any arbitration or suit. Any written notice to Reslify should be sent via Reslify Support. Any Notice sent to you will be sent to the email address of the Account Owner. The notice must include your contact information and a description of the dispute that provides detailed information sufficient to evaluate the merits of the claiming party’s individualized claim and for the other party to determine if an amicable resolution is possible. Both parties agree that they will attempt to resolve a dispute through an informal negotiation within sixty (60) days from the date the Notice is sent. After that sixty (60) day period and not before, either party may commence arbitration. If the Parties are unable to resolve the dispute through good faith negotiations over such sixty (60) day period under this informal process, either Party may pursue resolution of the dispute in accordance with the arbitration agreement below.
Arbitration Agreement. All disputes arising out of or related to this Agreement or any aspect of the relationship between you and Reslify, whether based on contract, tort, statute, fraud, misrepresentation, or any other legal theory, that are not resolved informally or brought in a small claims court, will be resolved through final and binding arbitration before a neutral arbitrator instead of by a judge or jury, and Reslify and you each hereby waive the right to trial by a jury. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration).
You and Reslify must abide by the following rules: (a) any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted; (b) the arbitrator may not consolidate more than one person’s claims, may not otherwise preside over any form of a representative or class proceeding, and may not award class-wide relief; (c) the arbitrator shall honor claims of privilege and privacy recognized at law; (d) the arbitration shall be confidential, and neither you nor we may disclose the existence, content, or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (e) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; (f) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and, in such instance, the fees and costs awarded shall be determined by the applicable law.
The arbitration will be administered by the American Arbitration Association (AAA). Any arbitration hearing will be held in Delaware, or at another mutually agreeable location or, if both parties agree, by telephone or videoconference. The applicable governing law will be as set forth in Section “Governing Law” (provided that with respect to arbitrability issues, federal arbitration law will govern). The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have the authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.
Notwithstanding the foregoing, either you or Reslify may bring an individual action in small claims court. If a party has already submitted an arbitration demand to the AAA, the other party may, in its sole discretion, inform the AAA that it chooses to have the Dispute heard in small claims court. At that time, the AAA will close the arbitration and the Dispute will be heard in the appropriate small claims court, with no fees due from the arbitration respondent.
Time Limitation. Any action or proceeding by you relating to any Dispute must commence within one year after the cause of action accrues.
19. Waiver and Severability
No waiver of any provision of this Agreement by Reslify will be effective unless in writing and signed by Reslify. No waiver by either Party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. The failure of either party to enforce its rights under these Terms or an applicable Order Form at any time for any period will not be construed as a waiver of such rights, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
20. Entire Agreement
This Agreement controls our relationship.
This Agreement, together with any Order Forms and any terms and policies that are incorporated into this Agreement by reference (including by reference to a URL), constitute the entire agreement and supersede any prior agreements between you and Reslify with respect to the subject matter hereof. In the event of a conflict between an Order Form and this Agreement, the Order Form will control. This Agreement supersedes and replaces all prior and contemporaneous agreements, proposals, or representations, written or oral, between Reslify, on the one hand, and you or any Affiliate, on the other hand.
21. Assignment
You may not transfer any rights you have under our terms of service to anyone else.
You may not assign, delegate, or transfer this Agreement, any rights and licenses granted hereunder in whole or in part, and any attempted transfer or assignment will be null and void without Reslify’s prior written consent. Reslify may assign, transfer, or sublicense any or all of Reslify’s rights or obligations under this Agreement without restriction.
22. Force Majeure
Neither Party will be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond that Party’s reasonable control and occurring without that Party’s fault or negligence, including, but not limited to, acts of God, acts of government, natural disasters (such as a storm, hurricane, fire, flood, earthquake), war, civil unrest, terrorist activities, states of emergency, government sanctions, embargos, nationalizations, strikes and breakdowns of public utilities (such as electricity, any Internet service, or telecommunication services).
23. Reslify Entity
If you are domiciled in the United States and its territories, and all other countries, the Reslify entity you have entered into this Agreement with (“Reslify Entity”) is Reslify, LLC., a Delaware Limited Liability Company.
24. Definitions
For the purposes of this Agreement, the following capitalized terms will have the meanings set forth for each of them below:
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with you, and that has been designated to receive Services under this Agreement. “Control” for purposes of this definition means the power to direct or cause the direction of the management and policies of the subject entity, whether through equity ownership, a credit arrangement, a franchise agreement, or another contractual arrangement. “Affiliate” also includes any of your business locations and any Franchisees that have been designated to receive Services under this Agreement.
“Aggregated Data” means anonymized, de-identified, or aggregated data derived by or through the operation of the Services that is created by or on behalf of Reslify in compliance with applicable laws and that does not reveal any personally identifying information about you or any End Users or is reasonably linkable to any End User or household.
“Cardholder Data” means credit card numbers, expiration dates, billing addresses, and cardholder names as entered by End Users and you. Cardholder Data is a subset of End User Data.
"Confidential Information" means (a) any software utilized by Reslify in the provision of the Services and its respective source code; (b) each Party’s business or technical information, including but not limited to the Documentation, information relating to software plans, designs, costs, prices and names, business opportunities, personnel, research, development, or know-how that is designated by the disclosing Party as “confidential” or “proprietary” or the receiving Party knows or should reasonably know is confidential or proprietary; and (c) any special pricing or other non-standard terms agreed to by the Parties in an Order Form or other separate written document.
“Documentation" means online user guides, documentation, and help and training materials, as may be updated by Reslify from time to time, accessible at the applicable Website(s), and any other materials provided by Reslify as part of the Services.
“End User” means a business or individual that schedules or purchases products or services from you through the Services, that you market to, communicate with, or target through the Services, or that otherwise interacts with you through the Services, or that you authorize to use the Services in connection with your business.
“End User Data” means all data, information, or other material about an End User that you, an Affiliate, or End User provides or submits to the Services. End User Data may include Cardholder Data and such portions of Your Data that relates to specific End Users.
“HIPAA” means the Health Insurance Portability and Accountability Act, as amended, and supplemented.
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress, and service mark rights, goodwill, trade secret rights, and other intellectual property rights that may exist now or come into existence in the future, and all of their applications, registrations, renewals, and extensions, under the laws of any state, country, territory or other jurisdiction.
“Order Form” means a separate ordering document, invoice, online form, or other documentation that specifies the Services ordered or purchased hereunder, the applicable Software Fees (or if the Services are free), and other terms as agreed to between the Parties. If an Order Form indicates that any Affiliates or Franchisees will be receiving Services hereunder, each of them will be bound by the terms of this Agreement as if they were an original party hereto.
“PCI DSS” means the requirements of the Payment Card Industry Data Security Standard, as detailed on https://www.pcisecuritystandards.org/ and as may be updated from time to time.
“Privacy Policy” means the Reslify Privacy Policy accessible at https://www.reslify.com/privacy-policy (or such other URL as specified by Reslify), as may be updated by Reslify from time to time.
“Reslify App or Reslify Application” means any mobile, web, or voice software application related to the Services designed, developed, and/or made available by us.
“Reslify Marks” means all service marks, logos, and product and service names used, applied for, registered, or otherwise owned by Reslify and its affiliates.
“Services” means Software Services, Websites, Apps, and other services. “Services” excludes Third Party Services.
“Subscriber” is any business or entity that subscribes to (or otherwise accesses or uses) our Software Service, including any staff, employees, consultants, advisors, or independent contractors accessing the Reslify Services on the Subscriber’s behalf.
“Third Party Products and Services” means any third-party products, applications, websites, implementations, or services, including loyalty programs, that the Services link to, or that interoperate with or are used in conjunction with the Services.
“Website” means https://www.reslify.com (or such other URLs as specified by Reslify), as may be updated by Reslify from time to time and any other websites through which Reslify makes the Software Service available.
“Your Data” means any data, information, or material provided or submitted or made available by you and Affiliates to the Services. Your Data may include End User Data and Cardholder Data (and your or their representative’s data) but excludes Aggregated Data.