Last Updated: February 26, 2025
This ALOJA SUBSCRIPTION AGREEMENT ("Agreement") governs Customer's access to and use of the Subscription Service provided by Aloja, Inc. ("Provider"). By signing an Order Form that references this Agreement, each party agrees to be bound by the terms and conditions herein.
During the Subscription Period and subject to the terms of this Agreement, Customer may (a) access and use the Subscription Service; and (b) use the included Software and Documentation only as needed to access and use the Subscription Service, in each case, for its internal business purposes. If a Customer Affiliate enters a separate Order Form with Provider, the Customer's Affiliate creates a separate agreement between Provider and that Affiliate, where Provider's responsibility to the Affiliate is individual and separate from Customer and Customer is not responsible for its Affiliates' agreement.
Customer is responsible for all actions on Users' accounts and for all Users' compliance with this Agreement. If they are provided by Provider, Customer and Users must protect the confidentiality of their passwords and login credentials. Customer will promptly notify Provider if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they become compromised.
(a) Feedback: Customer may, but is not required to, give Provider Feedback, in which case Customer gives Feedback "AS IS". Provider may use all Feedback freely without any restriction or obligation.
(b) Usage Data: Provider may collect and analyze Usage Data to maintain, improve, enhance, and promote Provider's products and services. Provider may only disclose Usage Data to others if the Usage Data is aggregated and does not identify Customer or Users.
(c) Machine Learning and Data Retention: Provider may process and analyze Customer Content and Usage Data to develop, train, and enhance artificial intelligence or machine learning models that are part of Provider's products and services. After termination or expiration of this Agreement, Provider will retain Customer's historical booking data for 12 months. After this period, all Customer-specific data will be permanently deleted.
Provider may retain and continue to use in perpetuity aggregated booking data, anonymized pricing data, and other non-personally identifiable information derived from Customer's use of the Subscription Service. Such retained data will be used solely for improving Provider's machine learning algorithms and services.
Provider may copy, display, modify, and use Customer Content only as needed to provide and maintain the Product and related offerings. Customer is responsible for the accuracy and content of Customer Content.
(a) The Subscription Service operates by establishing and maintaining an API connection to Customer's reservation system[DP3] . Through this connection, Provider will continuously receive real-time data regarding all bookings, cancellations, updates, and other notifications made in Customer's reservation system. In response, Provider will push updated pricing recommendations back to Customer's system.
(b) If Customer migrates to a reservation platform with which Provider does not maintain an existing integration, Provider retains sole discretion regarding whether to develop a new integration. Provider's decision not to develop such integration shall not release Customer from any obligations under this Agreement, and Customer remains responsible for all Fees during the Subscription Period regardless of integration availability.
(c) Customer acknowledges that API service availability may be impacted by downtime or limitations of Customer's reservation system, third-party system interruptions or failures, or network connectivity issues outside Provider's direct control. Provider shall not be liable for any service interruptions resulting from such external factors.
(d) Customer shall be solely responsible for maintaining the integrity of their system integration. Provider bears no responsibility for service interruptions resulting from changes to Customer's system settings or configurations, human error in managing system integrations, system errors on Customer's end, or any other integration disruptions not directly caused by Provider.
(a) The Subscription Service uses machine learning algorithms to generate dynamic pricing recommendations based on current demand levels, historical business-specific demand patterns, industry-wide historical and current demand data, time-to-booking factors, and other relevant market indicators.
(b) Pricing recommendations may fluctuate both upward and downward as the algorithm optimizes for revenue. While the Subscription Service is designed to optimize revenue, Provider makes no guarantees regarding specific revenue increases, minimum performance levels, or particular business outcomes.
(c) NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, PROVIDER SHALL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY PRICING RECOMMENDATIONS GENERATED BY THE SUBSCRIPTION SERVICE. CUSTOMER ASSUMES ALL RISKS ASSOCIATED WITH IMPLEMENTING PRICING RECOMMENDATIONS.
Use of the Product must comply with all Documentation and Use Limitations. Except as expressly permitted by this Agreement, Customer will not (and will not allow anyone else to):
(a) Reverse engineer, decompile, or attempt to discover any source code, underlying ideas, algorithms, or methodologies of the Product, including but not limited to Provider's proprietary pricing algorithms (except to the extent Applicable Laws prohibit this restriction).
(b) Provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Product.
(c) Remove any proprietary notices or labels.
(d) Copy, modify, or create derivative works of the Product.
(e) Conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Product.
(f) Access accounts, information, data, or portions of the Product to which Customer does not have explicit authorization.
(g) Use the Product to develop a competing service or product, including but not limited to services based on knowledge gained from using the Subscription Service.
(h) Use the Product with any High Risk Activities or with any activity prohibited by Applicable Laws.
(i) Use the Product to obtain unauthorized access to anyone else's networks or equipment.
(j) Upload, submit, or otherwise make available to the Product any Customer Content to which Customer and Users do not have the proper rights.
If Customer (a) has an outstanding, undisputed balance on its account for more than 15 days; (b) breaches Section 2.1 (Restrictions on Customer); or (c) uses the Product in violation of the Agreement or in a way that materially and negatively impacts the Product or others, then Provider may temporarily suspend Customer's access to the Product. Provider will provide at least 10 days' notice before suspending Customer's account for non-payment. However, Provider may suspend access without notice for breaches of Section 2.1 or violations of the Agreement that materially and negatively impact the Product or others. Provider will reinstate Customer's access to the Product only if Customer resolves the underlying issue.
Provider reserves the right to modify, enhance, or update the Subscription Service, including its algorithms, APIs, and platform features, at any time without prior notice to Customer. Such modifications may include changes to functionality, user interface, or technical specifications. Customer's continued use of the Subscription Service following any such modifications constitutes acceptance of the changes.
(a) Customer acknowledges and agrees that Provider retains exclusive ownership of all pricing models derived from the use of the Subscription Service, all algorithms and methodologies used to generate pricing recommendations, and all improvements and modifications to the pricing engine, regardless of the source of data used to generate such improvements.
(b) Provider's proprietary pricing algorithms and methodologies constitute trade secrets and Confidential Information under this Agreement. Customer acknowledges that these algorithms and methodologies are the exclusive property of Provider and are protected under applicable intellectual property laws.
(a) Customer bears sole responsibility for identifying any rate parity agreements with resellers, partners, or other third parties, ensuring compliance with such agreements, and managing any conflicts between dynamic pricing recommendations and rate parity obligations. Provider assumes no liability for any breach of Customer's rate parity agreements resulting from implementation of pricing recommendations.
Before submitting Personal Data governed by GDPR, Customer must enter into a data processing agreement with Provider. If the parties have a DPA, each party will comply with its obligations in the DPA, the terms of the DPA will control each party's rights and obligations as to Personal Data, and the terms of the DPA will control in the event of any conflict with this Agreement.
Customer will not (and will not allow anyone else to) submit Prohibited Data to the Product unless authorized by the Order Form or Key Terms.
(a) GDPR Compliance: Where applicable, Provider will process Personal Data in accordance with GDPR requirements. Provider maintains appropriate technical and organizational measures to protect Personal Data and will assist Customer in responding to data subject requests. Provider will notify Customer without undue delay after becoming aware of a Personal Data breach.
(b) Data Localization: Customer Data will be stored in data centers located in the United States of America. Provider may transfer Customer Data to other regions solely as necessary to provide the Subscription Service. Any such transfers will comply with applicable cross-border data transfer requirements. Provider will notify Customer of any material changes to data storage locations.
(c). Machine Learning and Data Processing: Provider may process Customer Content and Usage Data as described in Section 1.3 (Feedback, Usage Data, and Machine Learning) to develop, train, and enhance artificial intelligence or machine learning models.
Unless the Order Form specifies a different currency, all Fees are in U.S. Dollars and are exclusive of taxes. Except for the prorated refund of prepaid Fees allowed with specific termination rights given in the Agreement, Fees are non-refundable.
All invoices will be sent according to the Payment Process outlined in the Order Form. Customer agrees to pay all invoices by the due date specified in the invoice or as otherwise agreed in writing. If the Payment Process specified in the Order Form includes invoicing, Provider will issue invoices to Customer as follows:
(a) For usage-based Fees (e.g., fees calculated based on the volume of bookings or other usage metrics), Provider will send invoices in arrears after the end of the billing period in which the usage occurred.
(b) For all other Fees (e.g., fixed subscription fees or upfront charges), Provider will send invoices in advance at the beginning of the billing period.
For a Payment Process with automatic payment, Provider will automatically charge the credit card, debit card, or other payment method on file for Fees according to the Payment Process and Customer authorizes all such charges. In this case, Provider will make a copy of Customer's bills or transaction history available to Customer.
Customer is responsible for all duties, taxes, and levies that apply to Fees, including sales, use, VAT, GST, or withholding, that Provider itemizes and includes in an invoice. However, Customer is not responsible for Provider's income taxes.
Customer will pay Provider Fees and taxes in U.S. Dollars, unless the Order Form specifies a different currency, according to the Payment Process.
If Customer has a good-faith disagreement about the Fees charged or invoiced, Customer must notify Provider about the dispute before payment is due, or within 30 days of an automatic payment, and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within 15 days. If no resolution is agreed, each party may pursue any remedies available under the Agreement or Applicable Laws.
If any payment is not made when due, interest will begin to accrue and be payable at the lesser of the maximum rate permitted under applicable law or 1.5% per month, accrued from the date due until paid in full. If any amount owed by Customer is fifteen (15) days or more overdue, Provider may, without limiting its other rights and remedies under this Agreement, suspend the provision of the Subscription Service until such amounts are paid in full. Provider will provide at least 10 days' notice before suspending service for non-payment.
For each Order Form, the Agreement will start on the Order Date, continue through the Subscription Period, and automatically renew for additional Subscription Periods unless one party gives notice of non-renewal to the other party before the Non-Renewal Notice Date.
These Framework Terms will start on the Effective Date and continue for the longer of one year or until all Order Forms governed by the Framework Terms have ended.
Either party may terminate the Framework Terms or an Order Form immediately:
(a) if the other party fails to cure a material breach of the Framework Terms or an Order Form following 30 days notice;
(b) upon notice if the other party (i) materially breaches the Framework Terms or an Order Form in a manner that cannot be cured; (ii) dissolves or stops conducting business without a successor; (iii) makes an assignment for the benefit of creditors; or (iv) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days.
Either party may terminate an affected Order Form upon notice if a Force Majeure Event prevents the Product from materially operating for 30 or more consecutive days. Provider will use commercially reasonable efforts to provide Customer with a credit for any prepaid Fees for the remainder of the Subscription Period, to be applied to future services once the Force Majeure Event has been resolved. Provider shall have no obligation to issue a refund for prepaid Fees. A Force Majeure Event does not excuse Customer's obligation to pay Fees accrued prior to termination.
Termination of the Framework Terms will automatically terminate all Order Forms governed by the Framework Terms. Upon any expiration or termination:
(a) Customer will no longer have any right to use the Product.
(b) Upon Customer's request, Provider will delete Customer Content within 60 days, except for aggregated and anonymized data that cannot be linked back to Customer. This deletion will be carried out in accordance with Applicable Data Protection Laws. For the avoidance of doubt, Provider retains the right to use aggregated and anonymized data as described in Section 1.6 (Machine Learning).
(c) Each Recipient will return or destroy Discloser's Confidential Information in its possession or control.
(d) Provider will submit a final bill or invoice for all outstanding Fees accrued before termination and Customer will pay the invoice according to Section 4 (Payment & Taxes).
(e). If Provider terminates this Agreement due to Customer's material breach, Customer remains responsible for all Fees established by the term of the contract through the end of the Subscription Period. Such Fees will be due immediately upon termination, unless otherwise agreed in writing by Provider.
(a) The following sections will survive expiration or termination of the Agreement: Section 1.4 (Feedback and Usage Data), Section 1.6 (Machine Learning), Section 2.1 (Restrictions on Customer), Section 2.4 (Intellectual Property), Section 3.3 (Machine Learning and Data Usage), Section 3.4 (Data Protection and Localization), Section 4 (Payment & Taxes) for Fees accrued or payable before expiration or termination, Section 5.4 (Force Majeure), Section 5.5 (Effect of Termination), Section 5.6 (Survival), Section 6 (Representations & Warranties), Section 7 (Disclaimer of Warranties), Section 8 (Limitation of Liability), Section 9 (Indemnification), Section 10 (Confidentiality), Section 11 (Reservation of Rights), Section 12 (General Terms), Section 12.3 (Governing Law and Chosen Courts), Section 13 (Definitions), and the portions of a Cover Page referenced by these sections.
(b) The survival of the above sections is to the extent necessary to fulfill the parties' obligations or enforce their rights under this Agreement.
(c) Each Recipient may retain Discloser's Confidential Information in accordance with its standard backup or record retention policies maintained in the ordinary course of business or as required by Applicable Laws, in which case Section 3 (Privacy & Security), Section 3.3 (Machine Learning and Data Usage), Section 3.4 (Data Protection and Localization), Section 10 (Confidentiality), and Section 12.3 (Governing Law and Chosen Courts) will continue to apply to retained Confidential Information.
Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into this Agreement; (b) it is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin; (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights in this Agreement; and (d) it will comply with the Additional Warranties.
Customer represents and warrants that it, all Users, and anyone submitting Customer Content each have and will continue to have all rights necessary to submit or make available Customer Content to the Product and to allow the use of Customer Content as described in the Agreement.
Provider represents and warrants to Customer that it will not materially reduce the general functionality of the Subscription Service during the Subscription Period.
If Provider breaches the warranty in Section 6.3 (Representations & Warranties from Provider), Customer must give Provider notice (with enough detail for Provider to understand or replicate the issue) within 45 days of discovering the issue. Within 45 days of receiving sufficient details of the warranty issue, Provider will attempt to restore the general functionality of the Subscription Service. If Provider cannot resolve the issue, Customer may terminate the affected Order Form and Provider will pay to Customer a prorated refund of prepaid Fees for the remainder of the Subscription Period. Provider's restoration obligation, and Customer's termination right, are Customer's only remedies if Provider does not meet the warranty in Section 6.3 (Representations & Warranties from Provider).
Provider makes no guarantees that the Product will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. The warranties in Section 6 (Representations & Warranties) do not apply to any misuse or unauthorized modification of the Product, nor to any product or service provided by anyone other than Provider. Except for the warranties in Section 6 (Representations & Warranties), Provider and Customer each disclaim all other warranties and conditions, whether express or implied, including the implied warranties and conditions of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by Applicable Laws. For the avoidance of doubt, the limitations and disclaimers in Section 1.6 (Pricing Algorithm) apply specifically to pricing recommendations generated by the Subscription Service.
(a) Except as provided in Section 8.4 (Exceptions), each party's total cumulative liability for all claims arising out of or relating to this Agreement will not be more than the General Cap Amount.
(b) If there are Increased Claims, each party's total cumulative liability for all Increased Claims arising out of or relating to this Agreement will not be more than the Increased Cap Amount.
8.2. Damages Waiver. Except as provided in Section 8.4 (Exceptions), under no circumstances will either party be liable to the other for lost profits or revenues (whether direct or indirect), or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to this Agreement, even if the party is informed of the possibility of this type of damage in advance.
8.3. Applicability. The limitations and waivers contained in Sections 8.1 (Liability Caps) and 8.2 (Damages Waiver) apply to all liability, whether in tort (including negligence), contract, breach of statutory duty, or otherwise.
The liability cap in Section 8.1(a) does not apply to any Increased Claims. Section 8.1 (Liability Caps) does not apply to any Unlimited Claims. Section 8.2 (Damages Waiver) does not apply to any Increased Claims or a breach of Section 12 (Confidentiality). Nothing in this Agreement will limit, exclude, or restrict a party's liability to the extent prohibited by Applicable Laws.
Provider will indemnify, defend, and hold harmless Customer from and against all claims, demands, suits, or proceedings made or brought by a third party against Customer arising out of or related to:
(a) Provider's breach of this Agreement;
(b) Provider's negligence or willful misconduct;
(c) any allegation that the Product infringes or misappropriates a third party's intellectual property rights. Provider will also indemnify Customer for all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys' fees and other legal expenses, that arise from such claims.
Customer will indemnify, defend, and hold harmless Provider from and against all claims, demands, suits, or proceedings made or brought by a third party against Provider arising out of or related to:
(a) Customer's breach of this Agreement;
(b) Customer's negligence or willful misconduct
(c) Customer's use of the Product in violation of this Agreement, including unauthorized use or modifications to the Product.
Customer will also indemnify Provider for all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys' fees and other legal expenses, that arise from such claims.
The Indemnifying Party's obligations in this section are contingent upon the Protected Party:
(a) promptly notifying the Indemnifying Party of each claim for which it seeks protection;
(b) cooperating and, at the Indemnifying Party's request and expense, assisting in the defense of such claim.
The Indemnifying Party shall have sole control over the defense and settlement of each claim, provided that the Indemnifying Party shall not settle any claim without the Protected Party's prior written consent, which shall not be unreasonably withheld or delayed, unless the settlement unconditionally releases the Protected Party of all liability and imposes no obligations or restrictions on the Protected Party.
The Protected Party may participate in the defense of a claim with its own attorneys at its own expense.
9.4. Changes to Product. If required by settlement or court order, or if deemed reasonably necessary in response to a claim described in Section 9.1 (Protection by Provider), Provider may:
(a) obtain the right for Customer to continue using the Product;
(b) replace or modify the affected component of the Product without materially reducing the general functionality of the Product; or
(c) if neither (a) nor (b) are reasonable, terminate the affected Order Form and issue a pro-rated refund of prepaid Fees for the remainder of the Subscription Period.
(a) Provider's obligations under Section 9.1 (Protection by Provider) will not apply to claims that result from: (i) modifications to the Product that were not authorized by Provider or that were made in compliance with Customer's instructions; (ii) unauthorized use of the Product, including use in violation of this Agreement; (iii) use of the Product in combination with items not provided by Provider; or (iv) use of an old version of the Product where a newer release would avoid the claim.
(b) Customer's obligations under Section 9.2 (Protection by Customer) will not apply to claims that result from the unauthorized use of the Customer Content, including use in violation of this Agreement.
9.6. Exclusive Remedy. This Section 9 (Indemnification), together with any termination rights, describes each Protected Party's exclusive remedy and each Indemnifying Party's entire liability for a claim under this Agreement.
Except as otherwise authorized in the Agreement or as needed to fulfill its obligations or exercise its rights under this Agreement, Recipient will not (a) use Discloser's Confidential Information; nor (b) disclose Discloser's Confidential Information to anyone else. In addition, Recipient will protect Discloser's Confidential Information using at least the same protections Recipient uses for its own similar information but no less than a reasonable standard of care.
Confidential Information does not include information that (a) Recipient knew without any obligation of confidentiality before disclosure by Discloser; (b) is or becomes publicly known and generally available through no fault of Recipient; (c) Recipient receives under no obligation of confidentiality from someone else who is authorized to make the disclosure; or (d) Recipient independently developed without use of or reference to Discloser's Confidential Information.
Recipient may disclose Discloser's Confidential Information to the extent required by Applicable Laws if, unless prohibited by Applicable Laws, Recipient provides Discloser reasonable advance notice of the required disclosure and reasonably cooperates, at Discloser's expense, with Discloser's efforts to obtain confidential treatment for the Confidential Information.
Recipient may disclose Discloser's Confidential Information to Users, employees, advisors, contractors, and representatives who each have a need to know the Confidential Information, but only if the person or entity is bound by confidentiality obligations at least as protective as those in this Section 10 (Confidentiality) and Recipient remains responsible for everyone's compliance with the terms of this Section 10 (Confidentiality).
Except for the limited license to use the Software and Documentation granted in Section 1.1 (Access and Use), Provider retains all right, title, and interest in and to the Product, including all intellectual property rights, whether developed before or after the Effective Date. Provider's intellectual property includes, but is not limited to, all algorithms, methodologies, pricing models, and improvements developed or derived from the use of the Product, regardless of the source of data used to generate such improvements. Except for the limited rights granted in Section 1.4 (Customer Content) and Section 1.3 (Feedback, Usage Data, and Machine Learning), Customer retains all right, title, and interest in and to the Customer Content.
This Agreement, including any Order Forms, Key Terms, exhibits, or attachments referenced herein, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, understandings, or representations (whether written or oral) regarding such subject matter. In the event of any inconsistency between this Agreement and any Order Form, exhibit, or attachment, the terms of the Order Form shall control unless expressly stated otherwise in this Agreement.
The Key Terms set forth in the Order Form are incorporated into this Agreement by reference and form an integral part of this Agreement. In the event of any inconsistency between the Key Terms and the terms of this Agreement, the Key Terms shall control.
This Agreement is supplemented by the terms set forth in the Order Form, including the Key Terms. In the event of any inconsistency between the terms of this Agreement and the Order Form, the terms of the Order Form shall control.
Any waiver, modification, or change to the Agreement must be in writing and signed or electronically accepted by each party. If any term of this Agreement is determined to be invalid or unenforceable by a relevant court or governing body, the remaining terms of this Agreement will remain in full force and effect. The failure of a party to enforce a term or to exercise an option or right in this Agreement will not constitute a waiver by that party of the term, option, or right.
The Governing Law will govern all interpretations and disputes about this Agreement, without regard to its conflict of laws provisions. The parties will bring any[DP13] legal suit, action, or proceeding about this Agreement in the Chosen Courts and each party irrevocably submits to the exclusive jurisdiction of the Chosen Courts.
Despite Section 12.3 (Governing Law and Chosen Courts), a breach of Section 10 (Confidentiality) or the violation of a party's intellectual property rights may cause irreparable harm for which monetary damages cannot adequately compensate. As a result, upon the actual or threatened breach of Section 10 (Confidentiality) or violation of a party's intellectual property rights, the non-breaching or non-violating party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction without the need to post a bond and without limiting its other rights or remedies.
Except where the Agreement provides for an exclusive remedy, seeking or exercising a remedy does not limit the other rights or remedies available to a party.
Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party. However, either party may assign this Agreement upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which this Agreement relates. Any attempted but non-permitted assignment is void. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.
If Provider gives Customer access to a Beta Product, the Beta Product is provided "AS IS" and Section 6.3 (Representations & Warranty From Provider) does not apply to any Beta Products. Customer acknowledges that Beta Products are experimental in nature and may be modified or removed at Provider's discretion with or without notice.
Provider may identify Customer and use Customer's name and logo in marketing to identify Customer as a user of Provider's products and services.
Any notice, request, or approval about the Agreement must be in writing and sent to the Notice Address. Notices will be deemed given (a) upon confirmed delivery if by email, registered or certified mail, or personal delivery; or (b) two days after mailing if by overnight commercial delivery.
The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation.
There are no third-party beneficiaries of this Agreement.
Neither party will be liable for a delay or failure to perform its obligations under this Agreement if caused by a Force Majeure Event. However, this section does not excuse Customer's obligation to pay Fees accrued prior to the Force Majeure Event. If a Force Majeure Event prevents the Product from materially operating for 30 or more consecutive days, either party may terminate the affected Order Form in accordance with Section 5.4 (Force Majeure).
Customer may not remove or export from the United States or allow the export or re-export of the Product or any related technology or materials in violation of any restrictions, laws, or regulations of the United States Department of Commerce, OFAC, or any other United States or foreign agency or authority. Customer represents and warrants that it is not (a) a resident or national of an Embargoed Country; (b) an entity organized under the laws of an Embargoed Country; (c) designated on any list of prohibited, restricted, or sanctioned parties maintained by the U.S. government or agencies or other applicable governments or agencies, including OFAC's Specially Designated Nationals and Blocked Persons List and the UN Security Council Consolidated List; nor (d) 50% or more owned by any party designated on any of the above lists. Provider may terminate this Agreement immediately without notice or liability to comply, as determined in Provider's sole discretion, with applicable export controls and sanctions laws and regulations.
The Subscription Service and Software are deemed "commercial items" or "commercial computer software" according to FAR section 12.212 and DFAR section 227.7202, and the Documentation is "commercial computer software documentation" according to DFAR section 252.227-7014(a)(1) and (5). Any use, modification, reproduction, release, performance, display, or disclosure of the Product by the U.S. Government will be governed solely by the terms of this Agreement and all other use is prohibited.
Neither party will take any action that would be a violation of any Applicable Laws that prohibit the offering, giving, promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist Provider or Customer in retaining or obtaining business. Examples of these kinds of laws include the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.
Section titles are for convenience and reference only. All uses of "including" and similar phrases are non-exhaustive and without limitation. The United Nations Convention for the International Sale of Goods and the Uniform Computer Information Transaction Act do not apply to this Agreement.
12.19. Signature. This Agreement may be accepted and executed electronically through an Order Form or other acceptance mechanism provided by Provider. Execution of an Order Form that references this Agreement constitutes acceptance of this Agreement by Customer. This Agreement may be signed in counterparts, including by electronic copies or acceptance mechanisms. Each copy will be deemed an original, and all copies, when taken together, will constitute one and the same agreement.
Variables have the meanings or descriptions given on a Cover Page. However, if the Order Form and the governing Framework Terms omit or do not define a Variable, the default meaning will be "none" or "not applicable" and the correlating clause, sentence, or section does not apply to that Agreement.
means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest.
means the Order Form between Provider and Customer as governed by the Framework Terms.
means the Applicable Laws that govern how the Subscription Service may process or use an individual's personal information, personal data, personally identifiable information, or other similar term.
means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to or govern Provider or Customer.
means an early or prerelease feature or version of the Product that is identified as beta or similar, or a version of the Product that is not generally available.
means the product described in the Order Form.
means information in any form disclosed by or on behalf of a Discloser, including before the Effective Date, to a Recipient in connection with this Agreement that (a) the Discloser identifies as "confidential", "proprietary", or the like; or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Confidential Information includes the existence of this Agreement and the information on each Cover Page. Customer's Confidential Information includes non-public Customer Content and Provider's Confidential Information includes non-public information about the Product.
means a document that is signed or electronically accepted by the parties, incorporates these Standard Terms or is governed by the Framework Terms, and identifies Provider and Customer. A Cover Page may include an Order Form, Key Terms, or both.
means data, information, or materials submitted by or on behalf of Customer or Users to the Product but excludes Feedback.
means a party to this Agreement when the party is providing or disclosing Confidential Information to the other party.
means the usage manuals and instructional materials for the Subscription Service or Software that are made available by Provider.
means any country or region to or from where Applicable Laws generally restrict the export or import of goods, services, or money.
means suggestions, feedback, or comments about the Product or related offerings.
means the applicable amounts described in an Order Form.
means an unforeseen event outside a party's reasonable control where the affected party took reasonable measures to avoid or mitigate the impacts of the event. Examples of these kinds of events include unpredicted natural disasters like a major earthquake, war, pandemic, riot, act of terrorism, or public utility or internet failure.
means these Standard Terms, the Key Terms between Provider and Customer, and any policies and documents referenced in or attached to the Key Terms.
means European Union Regulation 2016/679 as implemented by local law in the relevant European Union member nation, and by section 3 of the United Kingdom's European Union (Withdrawal) Act of 2018 in the United Kingdom.
means any situation where the use or failure of the Product could be reasonably expected to lead to death, bodily injury, or environmental damage. Examples include full or partial autonomous vehicle technology, medical life-support technology, emergency response services, nuclear facilities operation, and air traffic control.
means a party to this Agreement when the party is providing protection for a particular Claim.
means a Cover Page that includes the key legal details and Variables for this Agreement. The Key Terms may include details about Claims, set the Governing Law, or contain other details about this Agreement.
means the United States Department of Treasury's Office of Foreign Assets Control.
means a Cover Page that includes the key business details and Variables for this Agreement that are not defined in the Framework Terms. An Order Form includes the policies and documents referenced in or attached to the Order Form. An Order Form may include details about the level of access and use granted to the Subscription Service, length of Subscription Period, or other details about the Product.
will have the meaning(s) set forth in the Applicable Data Protection Laws for personal information, personal data, personally identifiable information, or other similar term.
means the Subscription Service, Software, and Documentation.
means (a) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act; (b) credit, debit, bank account, or other financial account numbers; (c) social security numbers, driver's license numbers, or other unique and private government ID numbers; (d) special categories of data as defined in the GDPR; and (e) other similar categories of sensitive information as set forth in the Applicable Data Protection Laws.
means a party to this Agreement when the party is receiving the benefit of protection for a particular Claim.
means a party to this Agreement when the party receives Confidential Information from the other party.
means the client-side software or applications made available by Provider for Customer to install, download (whether onto a machine or in a browser), or execute as part of the Product.
means these Subscription Service Agreement Standard Terms which are posted at https://www.aloja.ai/subscription-agreement.
means data and information about the provision, use, and performance of the Product and related offerings based on Customer's or User's use of the Product.
means any individual who uses the Product on Customer's behalf or through Customer's account.
means a word or phrase that is highlighted and capitalized, such as Subscription Period or Governing Law.
means the dynamic pricing suggestions generated by the Subscription Service based on analysis of historical and current booking data, market conditions, and other relevant factors.
means the system or software that enables the exchange of data between Customer's reservation system and the Subscription Service through API connections.
means the initial period of at least 30 days during which the Subscription Service collects and analyzes Customer's historical and current booking data to calibrate its pricing recommendations.
means information about Customer's reservations, including but not limited to booking dates, prices, customer demographics, and transaction details.
means aggregated, anonymized information about industry-wide booking patterns, pricing trends, and demand levels collected from multiple sources.
means the software, platform, or system used by Customer to manage bookings, reservations, cancellations, and related operations for its tours, activities, or attractions, and which integrates with the Subscription Service to exchange data in accordance with this Agreement.
means the date of last signature on the Cover Page or Order Form, as specified in the Order Form.
means the laws of the State of Delaware, as specified in the Order Form.
means the courts (whether state, federal, or otherwise) located in Delaware, as specified in the Order Form.
means 1.0 times the fees paid or payable by Customer to Provider in the 12-month period immediately before the claim, as specified in the Order Form.
means claims arising from: (a) a breach of Section 3 (Privacy & Security) resulting from gross negligence or willful misconduct; or (b) a breach of Section 10 (Confidentiality) resulting from gross negligence or willful misconduct (excluding any data or security breaches), as specified in the Order Form.
means 5.0 times the fees paid or payable by Customer to Provider in the 12-month period immediately before the claim, as specified in the Order Form.
means the data processing agreement entered into between Provider and Customer, if applicable, as specified in the Order Form or attached as an exhibit to this Agreement.
