RezSystem Terms and Conditions
By using our service, accessing RezSystem.com, or any subdomain of such website (each referred to herein as a “Site”), you acknowledge that you agree to and are subject to the following terms and conditions (collectively, the “Terms” or “Agreement”). If you do not fully agree to these Terms and any other terms and conditions posted or linked to any Site, you are not authorized to access or otherwise use the Site. Under these Terms, “use” or “access” of the Site specifically includes any direct or indirect access or use of the Site or any cached version of the Site and any direct or indirect access or use of any information or content on the Site, regardless of how obtained and the term “Site” includes, without limitation, any cached version thereof.
Each Site is operated by RezSystem. Unless otherwise specified, the entity controlling the Site you are accessing is referred to herein as “Rezsystem”, “We”, “Us”, or “Our”. The term “Client” means each person who clicks on the “I Agree” icon on the Site together with such other persons or entities represented by the person so clicking. The term “Service” refers to any information provided through our Sites, all interactive features, Our call center, all items that are owned, produced, or managed by RezSystem, and all communications provided by Us. “Content” refers to any material made available through the use of RezSystem’s Service.
You must read through all the Terms carefully. The Terms constitute a legally binding agreement between you and us. You are not authorized to use this Site unless you are 18 years of age or older and able to enter into legally binding contracts. We do not knowingly collect the information of anyone under the age of 18.
RezSystem hereby grants to the Client, who, subject to the Terms, has accepted from Us a non-exclusive license (“Software License”) to access and Use (as defined below) the RezSystem computer software program (“Licensed Program”), as such Licensed Program is enhanced or modified by RezSystem from time to time.
“Client Data” means Client’s data that the Client provides to RezSystem in connection with Client’s Use (as defined below) of the Licensed Program under this Agreement.
“Effective Date” means the date that Client accepts the Terms by clicking the I Agree icon.
“Force Majeure Event” means any event beyond the reasonable control of the party affected by such event, including, without limitation, fire, storm, weather, earthquake, explosion, casualty, strike, war, right, civil disturbance, act of God, acts or omission of any third party, any state or national law, decree or ordinance, or any executive or judicial order, which event causes a party to delay or fail to perform under this Agreement.
“License Fee” means those fees, including set-up fees and per transaction fees, charged by RezSystem, for Use of the Licensed Program as such fees may be changed by RezSystem from time to time. RezSystem agrees to notify Client of any changes in the License Fee.
“Site” means RezSystem’s domain on the Worldwide Web, any subdomain owned, managed, or produced by RezSystem, and any such other URL as RezSystem may designate from time-to-time upon notice to Client.
“Use” means (i) directing Client’s customers to the Site to shop, make or pay for reservations, or otherwise access Our Service, (ii) administering Client’s data and information contained on the Site, and (iii) retrieving Client’s information from the Licensed Program. “Use” shall not include service, maintenance, or modification by anyone other than RezSystem.
License Restrictions: Access to Site.
The Software License granted by RezSystem to Client is a non-exclusive, non-assignable, non-transferable, limited license (without right to sublicense) to Use the Licensed Program via access to the Site, solely for Client’s business purposes, as indicated by the Terms.
Client may not rent, lease, sell, sublicense, transfer, time share, modify, reproduce, distribute or publish the Licensed Program. Client may not use the Licensed Programs for any purpose other than that stipulated herein. Client may not reverse engineer, decompile or otherwise attempt to discover the source code for the Licensed Programs. Client may not permit any person or entity to breach the restrictions included in this section.
Access to the Site
RezSystem will use commercially reasonable efforts to make the Site and the Licensed Programs accessible 24 hours per day, seven (7) days per week, excluding down time for maintenance and repair. RezSystem will provide advance notice to Client for scheduled down time for repair or maintenance and RezSystem will use commercially reasonable efforts to timely provide notice to Client for unplanned down time for repair or maintenance.
Terms and Termination
This Agreement will commence on the Effective Date and shall remain in full force so long as Client has timely paid the License Fee, or otherwise has access to the Service.
RezSystem may suspend or terminate this Agreement, your account, or use of the Service at any time, for any reason, or for no reason. Client is personally liable for any orders places, and all charges accrued prior to termination. Upon such termination, Client shall immediately pay any and all fees owing to RezSystem that have not been paid as of the time of termination. In the event that Client terminates this Agreement pursuant to this section, Client shall not be entitled to a refund of any fees paid to RezSystem prior to the date of such termination by Client.
Effect of Termination
Immediately upon the effective date of the termination or expiration of this Agreement for any reason, except as otherwise provided in this Agreement, the Software License granted in this Agreement will terminate and Client’s ability to access the Licensed Program via the Site or otherwise will be disabled.
Client’s obligations to pay any License Fees, Client’s waivers regarding Hackers Getting at Client Data, Confidentiality, and Limitation of Liability and Warranties shall survive any termination or expiration of this Agreement.
The Service may contain technical inaccuracies and typographical or other errors in connection with information displayed, including without limitation rates, fees or availability related to your transaction. RezSystem assumes no responsibility or liability for such errors, inaccuracies, or omissions. RezSystem has the right to make changes, corrections or cancelations to such information or reservation, at any time, including after confirmation of a transaction. RezSystem is not responsible for communication failures, errors, difficulties, or other malfunctions or lost, stolen or misdirected transactions, transmissions, messages or entries on or in connection with the Service.
Copyright, Material, and Ownership
The Service, its Content and all related rights shall remain the exclusive property of RezSystem, its licensors unless otherwise expressly agreed. You are prohibited from using the Service to post or send any unlawful, threatening, defamatory, libelous, obscene, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense or give rise to civil liability, or otherwise violate any law.
Client agrees to pay RezSystem the License Fee in accordance with RezSystem’s payment terms announced from time to time, including any electronic fund transfer terms as may be required by RezSystem from time to time.
Failure to Pay Fees When Due
Failure of Client to timely pay any fees due shall be deemed a default by Client under the terms of this Agreement. Client acknowledges and agrees that if Client fails to pay any License Fee or any other fee due RezSystem when such fees are due, RezSystem may block Client’s access to the Site and the Licensed Programs. In addition, sums past due shall accrue interest from the date due until paid at the rate of one and one half (1.5%) percent per month or the maximum rate allowed under applicable law, whichever is less.
The License Fee is exclusive of any tariff, duty, or tax, however designated, levied or based, including, without limitation, any sales or use taxes in any state and local privilege or excise taxes based on gross revenue, on (i) either this Agreement, the Licensed Programs and/or Client’s Use of it, or (ii) any materials or supplies agreed to be furnished by RezSystem under this Agreement. Client agrees to pay and be responsible for any and all of those applicable taxes and levies (exclusive, however, of taxes based on the RezSystem’s net income). RezSystem shall have the right, but shall have no obligation, to pay any of those taxes or levies directly, in which event Client shall reimburse RezSystem, on demand, the amount so paid by RezSystem. In no event does the exercise, or non-exercise, by RezSystem of the foregoing right relieve Client of its obligations under this Agreement or impose any liability whatsoever on RezSystem.
Bookings and Listings
Client agrees that any requirements that they set in order to complete a booking will not be applied in a discriminatory or unlawful manner. Client agrees to honor all bookings that are made through the online reservation system.
Storage of Client Data
Subject to Force Majeure Events, RezSystem agrees to store all Client Data provided to RezSystem by Client as a part of Client’s Use of the Licensed Programs on RezSystem’s server and on one (1) back-up server. Client hereby grants to RezSystem a non-exclusive license, during the term of this Agreement, to reproduce Client Data on RezSystem’s server and back-up server. RezSystem shall not be responsible or liable to Client if the backup of the Client Data fails as a result of a Force Majeure Event. Notwithstanding the foregoing, if any Client Data is lost for any reason, RezSystem agrees to use commercially reasonable efforts to attempt to recover such Client Data and RezSystem will cooperate with Client to enable Client to identify the lost Client Data.
RezSystem agrees to use (i) firewalls and other technology generally used in the trade to attempt to prevent unauthorized access to its computer systems storing Client Data and (ii) available encryption technology generally used in the trade to secure the transmission of Client Data to Client to attempt to prevent unauthorized access during transmission. Notwithstanding the foregoing, RezSystem shall not be liable to Client in the event that (i) its use of firewall and other technology fails to prevent a third party from being able to access RezSystem’s servers, or (ii) its use of such encryption does not prevent a third party from being able to access, or alter, such transmissions. RezSystem shall not be liable to Client for a third party’s access to the transmission of Client Data to or from RezSystem. Nothing in this section shall constitute a representation or warranty by RezSystem that the storage or transmission of Client Data will not be accessible by a third party.
Limitation of Liabilities
IN NO EVENT WILL REZSYSTEM OR ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, CONSULTANTS, AGENTS AND/OR EMPLOYEES (COLLECTIVELY, THE “REZSYSTEM GROUP”) BE LIABLE FOR ANY LOST PROFITS OR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM (A) THE SITE, (B) THIS LICENSE AGREEMENT, (C) ANY BREACH OF THIS LICENSE AGREEMENT BY CLIENT OR A THIRD PARTY, (D) USE OF THE SITE, TOOLS OR SERVICES REZSYSTEM PROVIDES RELATED TO THE BUSINESS IT OPERATES ON THE SITE BY CLIENT OR ANY THIRD PARTY (E) ANY USER CONTRIBUTED CONTENT, (F) INTERACTION BETWEEN THE SITE AND ANY THIRD PARTY SITE, INCLUDING WITHOUT LIMITATION A SOCIAL MEDIA SITE, FACILITATED BY A TOOL OR SERVICE ON OUR SITE AND/OR (G) ANY ACTUAL OR ATTEMPTED COMMUNICATION OR TRANSACTION BETWEEN USERS, IN EACH CASE, EVEN IF REZSYSTEM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (I) BREACH OF CONTRACT, (II) BREACH OF WARRANTY, (III) STRICT LIABILITY, (IV) TORT, (V) NEGLIGENCE, OR (VI) ANY OTHER CAUSE OF ACTION, TO THE MAXIMUM EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW.
IF CLIENT IS DISSATISFIED WITH THE SITE, OR DOES NOT AGREE WITH ANY PART OF THESE TERMS, OR HAS ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST REZSYSTEM OR ANOTHER USER OF THE SITE WITH RESPECT TO THESE TERMS OR THE SITE, THEN CLIENT’S SOLE AND EXCLUSIVE REMEDY AGAINST REZSYSTEM IS TO DISCONTINUE USING THE SITE. IN ALL EVENTS, OUR LIABILITY, AND THE LIABILITY OF ANY MEMBER OF THE REZSYSTEM GROUP, TO CLIENT OR ANY THIRD PARTY IN ANY CIRCUMSTANCE ARISING OUT OF OR IN CONNECTION WITH THE SITE IS LIMITED TO THE AMOUNT OF FEES CLIENT PAID TO REZSYSTEM IN THE TWELVE MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR (B) $100.00 IN THE AGGREGATE FOR ALL CLAIMS. SETTLEMENT BY REZSYSTEM OF ANY AFOREMENTIONED LIABILITY SHALL CONSITUTE A REFUND TO THE CLIENT.
THE SITE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE, IS PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE CONTENT ON THE SITE OR THE MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH THE SITE, FOR ANY PRODUCTS OR SERVICES OR HYPERTEXT LINKS TO THIRD PARTIES OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SITE OR ANY LINKED SITE, EVEN IF WE BECOME AWARE OF ANY SUCH BREACHES. FURTHER, WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SITE OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
CLIENT ACKNOWLEDGE AND AGREES THAT ANY TRANSMISSION TO AND FROM THIS SITE IS NOT CONFIDENTIAL AND CLIENT COMMUNICATIONS OR USER CONTRIBUTED CONTENT MAY BE READ OR INTERCEPTED BY OTHERS. CLIENT FURTHER ACKNOWLEDGE AND AGREES THAT BY SUBMITTING COMMUNICATIONS OR USER CONTRIBUTED CONTENT TO REZSYSTEM AND BY POSTING INFORMATION ON THE SITE, NO CONFIDENTIAL, FIDUCIARY, CONTRACTUALLY IMPLIED OR OTHER RELATIONSHIP IS CREATED BETWEEN CLIENT AND REZSYSTEM OTHER THAN PURSUANT TO THESE TERMS.
CLIENT ACKNOWLEDGE AND AGREES THAT CLIENT WILL NOT HOLD OR SEEK TO HOLD REZSYSTEM OR ANY THIRD PARTY PROVIDER RESPONSIBLE FOR THE CONTENT PROVIDED BY ANY USER, INCLUDING, WITHOUT LIMITATION, ANY TRANSLATION THEREOF, AND CLIENT FURTHER ACKNOWLEDGE AND AGREE THAT WE ARE NOT A PARTY TO ANY BOOKING OR OTHER TRANSACTION BETWEEN USERS OF THE SITE.
RezSystem does not and cannot control the flow of data to or from RezSystem via the internet. Such flow depends in large part on the performance of internet services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt Client’s connection to the internet. RezSystem will use commercially reasonable efforts as it deems appropriate to remedy and avoid such events but cannot guarantee that such events will not occur. Accordingly, RezSystem disclaims any and all liability resulting from or relating to such events.
IN THE EVENT THAT CLIENT HAS A DISPUTE WITH ONE OR MORE USERS OF THE SITE, ANY THIRD PARTY WEBSITE THAT MAY BE LINKED TO OR FROM THE SITE OR OTHERWISE INTERACT WITH THE SITE (INCLUDING WITHOUT LIMITATION ANY SOCIAL MEDIA SITE), CLIENT HEREBY AGREES TO RELEASE, REMISE AND FOREVER DISCHARGE EACH MEMBER OF THE REZSYSTEM GROUP, EACH OF THEIR RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, AND ALL OTHER RELATED PERSONS OR ENTITIES FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABLITIES, OBLIGATIONS, LEGAL FEES, COSTS, AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED AND UNDISCLOSED, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH SUCH DISPUTE AND/OR CLIENT USE OF THE SITE.
CLIENT HEREBY AGREES TO INDEMNIFY, DEFEND, AND HOLD EACH MEMBER OF THE REZSYSTEM GROUP (COLLECTIVELY, THE “INDEMNIFIED PARTIES”) HARMLESS FROM, AND AGAINST ANY AND ALL LIABILITY, COSTS INCURRED BY THE INDEMNIFIED PARTIES IN CONNECTION WITH (I) ANY CLAIM ARISING OUT OF CLIENT’S USE OF THE SITE OR OTHERWISE RELATING TO THE BUSINESS CLIENT CONDUCTS ON THE SITE (INCLUDING, WITHOUT LIMITATION, ANY POTENTIAL OR ACTUAL COMMUNICATION, TRANSACTION OR DISPUTE BETWEEN CLIENT AND ANY OTHER USER OR THIRD PARTY), (II) ANY CONTENT POSTED BY CLIENT OR ON CLIENT’S BEHALF OR POSTED BY OTHER USERS OF CLIENT’S ACCOUNT TO THE SITE, (III) USE OF ANY TOOL OR SERVICE PROVIDED BY A THIRD PARTY PROVIDER, (IV) ANY USE OF A TOOL OR SERVICE OFFERED BY REZSYSTEM THAT INTERACTS WITH A THIRD PARTY WEBSITE (INCLUDING WITHTOUT LIMITATION ANY SOCIAL MEDIA SITE), (V) ANY BREACH BY CLIENT OF THESE TERMS, (VI) THE REPRESENTATIONS, WARRANTIES AND COVENANTS MADE BY CLIENT HEREIN (INCLUDING WITHOUT LIMITATION, ATTORNEYS’ FEES AND COSTS), (VII) ANY OTHER PARTY’S ACCESS OR USE OF THE SERVICE WITH CLIENT’S USERNAME AND PASSWORD, OR (IIX) . CLIENT SHALL COOPERATE AS FULLY AS REASONABLY REQUIRED IN THE DEFENSE OF ANY CLAIM. REZSYSTEM RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY CLIENT AND CLIENT SHALL NOT IN ANY EVENT SETTLE ANY MATTER WITHOUT REZSYSTEM’S WRITTEN CONSENT.
RezSystem reserves the right to use servers and other equipment needed to provide the services contemplated by this Agreement either at its facilities or at the facilities of independent providers. RezSystem may change the location of the servers and other equipment needed to provide the services hereunder at any time during the term of this Agreement.
In the event of any disputes between RezSystem and Client arising out of or connected with this Agreement which the parties are unable to resolve through direct negotiation, either party may serve upon the other at its principal place of business a request for mediation. Neither party may file an action against the other in any court, or initiate any arbitration proceeding, unless and until the party seeking to file such an action or initiate such an arbitration has first requested a mediation hearing and made a good faith effort to complete the mediation process provided in this Agreement.
The party requesting mediation shall arrange for a neutral, independent person with experience in dispute mediation to act as mediator. The mediation shall be held not less than ten (10) or more than twenty (20) days from the date the party requesting mediation gives notice of the request for mediation to the other party. The mediation shall be held at RezSystem’s principal place of business. The cost of mediation shall be borne by the parties equally.
The parties shall maintain the mediation proceedings in confidence and shall not disclose to third persons the statements made therein by the other parties or the mediator. The provisions of Nevada law shall apply to the mediation proceedings.
At least five (5) days before the date of the mediation, each party shall provide the mediator with a statement of its position and copies of all supporting documents. Each party shall send to the mediation a person who has authority to bind the party. If the dispute involves third parties such as Client’s customers, they shall also be asked to participate in the mediation, but their presence shall not be necessary for the mediation to proceed.
If a party has participated in good faith in a mediation and is dissatisfied with the outcome, that party may then invoke all legal rights and remedies available to the party at law or in equity.
Incorporation of Terms and Conditions of Use
Independent Contractor Status. Nothing in this Agreement is intended or to be construed to make RezSystem and the Client partners or joint ventures, or to make the employees, agents, or representatives of one of the parties into employees, agents, or representatives of the other party. The relationship of RezSystem and Client to each other shall at all times be that of an independent contractor. No party to this Agreement shall have any express or implied right or authority to assume or create any obligations on behalf of, or in the name of the other party, or to bind the other party to any contract, agreement, or undertaking with any third party.
This Agreement is binding on and inures to the benefit of RezSystem and its successors, assigns, and legal representatives. This Agreement is binding on and personal to Client.
Waiver of Breach
No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by this Agreement, will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor will any waiver constitute a continuing waiver unless the writing so specifies.
This Agreement constitutes the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement and supersede all prior and contemporaneous understandings or agreements of the parties. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation or warranty outside those expressly set forth in this Agreement.
Attorney Fees and Costs
In any litigation or other legal proceedings by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort, or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party will be awarded reasonable attorney fees, together with any costs and expenses, to resolve the dispute and to enforce the final judgment.
If any provision of this Agreement contravenes any law or valid regulation of any regulatory agency or self-regulatory body having jurisdiction over either party, or if any provision is otherwise held invalid or unenforceable by a court or other body of competent jurisdiction, then each such provision shall be automatically terminated and performance of that provision by both parties waived. However, if that provision is reasonably considered by either party to be an essential element of this Agreement, and the parties are unable to agree on an alternative provision within ninety (90) days after the invalidation of the provision in question, this Agreement may be terminated in its entirety at the option of the part reasonably considering the contravening provision to be an essential element of this Agreement. That termination shall be effective when that party gives notice of that termination to the other party.