Last modified: July 24, 2018
myHotel Terms and Conditions
Welcome to myHotel’s Fidelity Suite services (the “Services”). myHotel provides the Services to hotels (“Customers”) and their guests. In these terms “you” refers to the Customer, Customer personnel using the Services (“Users”), or guests using the Services, as appropriate. By subscribing for and/or using the Services, you agree to these terms. Please read them carefully.
1. Account Terms
1.1 Subscribing. Customers subscribe for Services by executing a Contract with myHotel. This Contract lists the Services start date and the initial term of the Customer’s subscription. Except as otherwise set forth on a Service Order Form, this Agreement will automatically renew for a period equal to the initial term unless either party notifies the other in writing of its intent not to renew at least thirty (30) days prior to expiration of the then-current term.
1.2 Security. You are responsible for maintaining the security of your account and password, and are responsible for all activities conducted using your account and password. myHotel cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
2. Use Restrictions
2.1 Appropriate Use of Services. You may not: (a) license, sublicense, sell, resell, transfer, assign, or distribute the Services; (b) modify or make derivative works based upon the Services; (c) introduce software or automated agents or scripts to the Services so as to produce multiple accounts, generate automated searches, requests and queries, or strip, scrape, or mine data from the Services; (d) frame, mirror or reverse engineer the Services; or (v) overload the myHotel systems used to provide the Services.
2.2 Use of Proprietary Third Party Content. You may not modify, republish, reproduce, post, transmit, sell, offer for sale, or redistribute Third Party Content (as defined in section 3.4) without the prior written permission of myHotel and if applicable, the rights holder of Third Party Content (such as industry research data). You must abide by all copyright notices, information, or restrictions related to any Third Party Content.
3. Ownership Rights
3.1 Ownership of Services. The Services (including all Software and myHotel Confidential Information used to provide the Services) belong to myHotel and its licensors (if any). Even if the terms “purchase” and “sale” are used, you do not receive ownership rights in the Services and have only those license and use rights in this Agreement.
3.2 Ownership of Customer Confidential Information. Customer Confidential Information belongs to Customer (or the person or other entity from whom Customer received information). Nothing in this Agreement assigns any rights in that information from you to myHotel.
3.3 Ownership of Respective Trademarks. You may not use the myHotel name, logo or other marks without myHotel’s prior written consent, and myHotel may not use your name, logo or other marks without your prior written consent. Ownership of all such marks and the goodwill associated therewith remains with the owner.
3.4 Ownership of Content Received from Third Parties. myHotel gathers, stores, analyzes, displays and uses a variety of information, such as: (a) publicly available reviews and hotel rankings posted on third party web sites, feedback and information provided by guests at Customer facilities, posts from social media sites and forums, news articles, blog posts, photos and videos, and (b) commercially available data regarding hospitality businesses and guest travel and hospitality trends, such as hotel occupancy rates and rate metrics, marketing engagement data and guest travel information (collectively “Third Party Content”). Some Third Party Content is public information (such as online hotel reviews) and other Third Party Content is proprietary to its creators (such as industry research data). Third Party Content may be owned by the people or entities that publish the content, or by other parties.
4.2 Confidential Information. Subject to the limitations in the next paragraph, all information disclosed by Customers to myHotel or by myHotel to Customers during the term of this Agreement, whether in oral, written, graphic or electronic form, is considered “Confidential Information”.
4.3 Exceptions. Confidential Information does not include information which: (a) is part of the public domain at the time of disclosure; (b) becomes a part of the public domain through no fault of the receiving party or persons or entities to whom the receiving party has disclosed, transferred or permitted access to such information; (c) becomes available to the receiving party on a non-confidential basis from a source legally entitled to share the information without confidential treatment; (d) is independently developed by the receiving party without use of or access to the disclosing party’s Confidential Information; or (e) is released from the confidentiality obligations herein by written consent of the disclosing party. For example, Customer’s guest list is Customer’s Confidential Information and will be protected as provided below. Individual guests may post online reviews on third party sites such as Tripadvisor regarding their hotel visits. The names of such guests and their reviews are Third Party Content and not Customer Confidential Information.
4.4 Nondisclosure. myHotel and each Customer agree that during the term of this Agreement and for a period of three years following termination of this Agreement (and indefinitely as to trade secrets of the disclosing party), neither will disclose any Confidential Information of the other party to any person or entity except: (a) to agents of the receiving party who have a need to know such information, who have been informed of the receiving party’s confidentiality obligations under this Agreement and who are subject to confidentiality agreements with the receiving party at least as protective of the disclosing party’s Confidential Information as this Agreement, or (b) pursuant to the terms of a valid and effective subpoena or court order, provided that the receiving party immediately notifies the disclosing party (to the extent permitted) of the existence, terms and circumstances surrounding such a request so that the disclosing party may seek appropriate protective action. Neither party may use the other party’s Confidential Information in any directly competitive manner or for any purpose other than to exercise its rights and comply with its obligations under this Agreement.
5. Payment and Pricing Terms
Customer will pay myHotel in the currency described on the Contract (or US Dollars if not specified) the fees in the amounts and at the times specified on the Contract. Unless otherwise stated, all fees are due on receipt of the myHotel invoice. Customer will be responsible for any sales, use, value added, excise, property withholding or similar tax and any related tariffs, and similar charges, except taxes based on myHotel’s net income. If Customer is required to pay any such taxes, Customer shall pay such taxes with no reduction or offset in the amounts payable to myHotel hereunder. If an applicable tax authority requires myHotel to pay any taxes that should have been payable by Customer, myHotel will advise Customer in writing, and Customer will promptly reimburse myHotel for the amounts paid. myHotel may suspend the Services until all undisputed payments are received.
6.1 By Customer. Customer will indemnify, defend, and hold harmless myHotel, its parents, subsidiaries, affiliates, officers, directors, employees, consultants, and agents (the “Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys’ fees) (together, “Claims”) brought by third parties (including Users) arising from or relating to (a) any information Customer or any User submits, posts, or transmits through the Services or any other act or omission of Customer or any User in connection with the Services, (b) Customer’s, or any User’s, grossly negligent use or intentional misuse of the Services, (c) Customer’s, or any User’s, breach of its material obligations under this Agreement, and (d) Customer’s, or any User’s, violation of any rights of any other person or entity arising out of or related to the use of the Services.
6.2 By myHotel. myHotel at its own expense will defend or settle any claims, actions and demands brought by third parties against Customer and its Indemnitees where the third party expressly asserts that the Services: (i) infringe such third party’s trademark or copyright arising under the laws of Chile, or (ii) myHotel misappropriated such third party’s trade secrets in the development of the Software (collectively, “Claims”). myHotel will conduct the defense of any such Claim, any related proceedings and actions, and all negotiations for settlement or compromise of the same. Customer may in its discretion participate in the defense of any such Claim and any related proceedings and actions at Customer’s expense. The foregoing obligations are conditioned on Customer notifying myHotel promptly in writing of such action, giving myHotel sole control of the defense thereof and any related settlement negotiations, and cooperating in such defense. If the Services become, or in myHotel’s opinion are likely to become, the subject of an infringement or misappropriation Claim, myHotel may, at its option and expense, either: (a) procure for Customer the right to continue exercising the rights licensed hereunder; (b) replace or modify the Services so that they become non-infringing and remain substantially functionally equivalent; or (c) refund to Customer any advance fees paid by Customer to myHotel for periods during which Customer is unable to use the affected Services due to such Claim and terminate this Agreement. Notwithstanding the foregoing, myHotel will have no obligation under this Section or otherwise with respect to any infringement or misappropriation Claim based upon: (w) any unauthorized use or distribution of the Services by Customer or any of its Users; (x) any use of the Services in combination with other products, software, or data not supplied by myHotel; (y) any modification of the Services by any person other than myHotel or its authorized contractors; or (z) any Third Party Content, or the collection, storage or provision of Third Party Content. This Section states myHotel’s entire liability, and Customer’s sole and exclusive remedy, for infringement and misappropriation claims and actions.
6.3 Settlement of Claims. Neither Customer nor myHotel may settle or compromise any Claim that requires the other party to pay any amount, or take any action, without the other party’s prior written consent.
7. Representations and Warranties; Warranty Disclaimer
7.1 Authority. Each of myHotel and Customer represents and warrants that: (a) it has the full right, power and authority to enter into and perform this Agreement; (b) the person signing this Agreement on its behalf is a duly authorized representative of such party who has in fact been authorized to execute this Agreement; (c) its entry herein does not violate any other agreement by which it is bound; and (d) it is a legal entity in good standing in the jurisdiction of its formation and shall continuously be in good standing in the jurisdiction of its formation.
7.2 Compliance with Laws. You represent and warrant that your use of the Services will comply with all applicable laws, ordinances, rules, regulations, directives and guidelines applicable to your use of the Services (collectively “Laws”) including, without limitation, all data privacy and processing Laws.
myHotel and its suppliers provide the services “as-is” and “as available” and disclaim all warranties of any kind not provided here, whether express, implied, or statutory.
8. Limitations of Liability
8.1 Without limiting claims arising from your breach of myHotel’s intellectual property rights in the Services, in no event will myHotel or you be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data, or other intangible losses that result from the use of, inability to use, or unavailability of the Services.
8.2 Under no circumstances will myHotel be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Services or your myHotel account, or the information contained therein.
8.3 Without limiting Customer’s obligation to pay fees for Services performed or claims arising from your breach of myHotel’s intellectual property rights in the Services, to the maximum extent permitted by applicable law, the total liability of myHotel and Customer pursuant to this Agreement is limited to the fees paid or payable by Customer to myHotel within the preceding six (6) months.
8.4 This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if myHotel or you has been advised of the possibility of such damage. The foregoing limitations of liability will apply to the fullest extent permitted by law in the applicable jurisdiction.
9.1 Termination for Cause. myHotel or Customer may terminate this Agreement for a material breach by the other party if, within 30 days after receiving notice of the non-breaching party’s intent to terminate, the breaching party fails to cure such material breach. If Customer terminates this Agreement for any other reason, Customer will be responsible for paying any remaining contracted fees that would have been due during the term if Customer had not terminated.
9.2 Termination by Users. Users may terminate this Agreement at any time by ceasing to use the Services.
9.3 Effect of Termination; Survival. Immediately on termination of this Agreement, Customer shall cease all use of the Services. The sections entitled Ownership, Confidentiality, Indemnification and Limitations of Liability will survive the termination or expiration of this Agreement for any reason.
10. Amendment of These Terms