Customer Agreement

 

This agreement (“Customer Agreement“) shall be in effect as of the date on which you click the applicable “I Accept” button (“Effective Date“) and is made between you (“Customer“, “You“, “Your“, “Yourself” ) and SeatID Ltd., D.B.A BookingDirection, an Israeli company (“BookingDirection”). You must agree to the following terms as a condition to receiving services from SeatID through BookingDirection’s platform. “BookingDirection” and “Customer” are hereinafter individually referred to as a “Party” and together, as the “Parties”.
IMPORTANT: BY CLICKING THE “I ACCEPT” BUTTON AND/OR RECEIVING SERVICES THROUGH THE PLATFORM YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS SET FORTH IN THIS AGREEMENT. IF YOU DO NOT AGREE TO ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT – DO NOT CLICK ON THE “I ACCEPT” BUTTON AND DO NOT RECEIVE SERVICES. YOUR CONTINUED USE OF SERVICES SHALL BE DEEMED AS ACCEPTANCE OF THE CUSTOMER AGREEMENT.

Introduction

BookingDirection is a technology that works on hotels’ websites and increases direct bookings. In a nutshell, we help your hotel earn more by increasing the percentage of website shoppers booking directly on the hotel’s website and reducing commission payout to OTAs.
BookingDirection.com (the “Site“) contains the Platform and associated applications which, among others, contain online widgets, management application and dashboards and other user interfaces using innovative technology to increase direct bookings on hotels’ websites. Through the Site, Platform and applications available on it (the “Site Applications“), BookingDiretion’s clients (the “Clients“) can obtain a License (as defined below) for implementing the Platform on their sites, through which their users (website users or other kind of users) can use the End-User Services, including watching the price comparison table. Please read the following Customer Agreement (the “Customer Agreement“) carefully before commencing the Platform implementation process, and/or using any of the Site Applications and/or the Client Services, so that you are aware of your legal rights and obligations with respect to SeatID Ltd. DBA BookingDirection and its affiliates and subsidiaries (individually and collectively, “BookingDirection“). By using the Platform, Site Application and/or any of the Client Services, you signify your irrevocable acceptance of the terms of this Customer Agreement. BookingDirection has the right to revise the Customer Agreement at any time without providing notice thereof. Your continued use of the Site, Platform, Site Applications and the Client Services shall be deemed irrevocable acceptance of those revisions. Subject to the terms of your license, BookingDirection reserves the right to change, modify, suspend or discontinue any portion of the Site, the Platform and/or the Services at any time and BookingDirection may also impose limits on certain features or restrict your access to parts or the entire Site and/or Platform without notice or liability. If you do not agree to any such updates, your sole remedy shall be to discontinue the use of the Services. It is your responsibility to regularly check the Site to determine if there have been changes to the Customer Agreement, Terms of Use or Privacy Policy and to review such changes. You hereby acknowledge and agree that the use of the End-User Services is subject to separate terms of service and privacy policy which are incorporated herein and consist an integral part of the terms of the Customer Agreement. You further undertake to notify us as soon as you become aware of any breach of the Terms of Service and Privacy Policy by any of your users.

Services Fees, Cancellation and Other Payments Terms

By using the Service, you agree to pay all associated fees, if any (e.g. plan fees, subscription fees, etc.). You may cancel your subscriptions at any time and for any reason, however, all fees are non-refundable. Therefore, a cancellation will only cancel future billings. The Company reserves the right to revoke access to the Website and the Service if the applicable fees are not paid when due.

License and Service

In order to have access to any of the Applications, as well as to commence the Platform implementation process and using any of the Client Services you will be required to register with BookingDirection. As a client you will be responsible for payment of applicable fees, where applicable. You will be granted with a personal, non-transferable, non-assignable, limited and temporary license, as defined upon your registration and subject to the terms and conditions specified therein and herein, to use of our Platform, Site Applications, and Client Services, as chosen by you, from time to time (the “License“). All entities interested in obtaining a License from BookingDirection, will be required, upon registration, to provide certain information in order to satisfy BookingDirection that they are in fact authorized to represent and bind the entity with respect to the Client Services rendered by BookingDirection. In the event BookingDirection concludes that there is no authorization to bind the entity, then BookingDirection shall not permit such entity to gain access to its Licenses and/or Client Services, in whole or in part, on behalf of such entity. You may elect to change your account from payment plan or change your payment method, according to BookingDirection’s offered plans. The amended amounts payable to us and/or the amended payment methods shall apply in accordance with the payment provisions specified in the notice of change and this Customer Agreement shall continue to govern your account after such change. We reserve the right to change from time to time the prices rendered for our Licenses and/or Client Services. Notice of such changes shall be sent to you stating the new prices applicable to the Client Services rendered to you. Unless you notify BookingDirection, immediately upon receipt of the above notice, you will be charged thereon with the new prices so published, without the right to reclaim thereafter any repayments, unless you have paid for an agreed upon period in advance, which in such case the new prices will apply upon termination of such period. You represent and warrant to BookingDirection that You shall solely be responsible for acquiring all proper license and permits and bear any payment (if necessary) related to the use of such third parties’ proprietary technology (including, but not limited to, the payment of royalties). You shall indemnify defend or settle (at its option) and hold harmless BookingDirection from and against any losses, expenses (including reasonable attorney’s fees), damages and claims that arise out of or result from any and all third party claims caused by your breach of the above obligation.

Warranties and Disclaimers

Without limiting the foregoing, BookingDirection does not warrant that the functions used by you, will be uninterrupted or error-free, that defects will be corrected, or that the server that makes it available are free of viruses or other harmful components. BookingDirection does not warrant or make any representations regarding the use or the results of the use of the materials through the License in terms of their correctness, accuracy, reliability, or otherwise. Under no circumstances, including, but not limited to, negligence, shall BookingDirection be liable for any special or consequential damages that result from the use of, or the inability to use, the services provided through the Licenses, the Site, the Platform, the Site Applications, the Client Services, or any other web site, even if BookingDirection or a BookingDirection authorized representative has been advised of the possibility of such damages. Applicable law may not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion shall only apply to the extent permitted under such law. No advice or information, whether written or oral, obtained by you from BookingDirection or from or through the Site, the Platform, the Client Services or the Site Application shall create any warranty not expressly stated in the Customer Agreement. Notwithstanding the provisions of any applicable laws, it is hereby agreed that in no event shall BookingDirection’s total liability to you for all damages, losses, and causes of action (whether in contract, tort (including, but not limited to, negligence) or otherwise) exceed the amount paid by you, if any, in respect to the services provided to you by BookingDirection.
BookingDirection hereby represents and warrants that it (a) is legally authorized to enter into this Customer Agreement; (b) complies with all applicable rules, regulations and laws in the performance of its undertakings hereunder; and (c) shall use all reasonable care and skill in rendering the Services and performance of its duties and obligations under this Customer Agreement.

Website and Widgets

BookingDirection may provide links to other sites (“Link Sites“). BookingDirection is not responsible for the content on the Link Sites and is not responsible for the accuracy of the information and intellectual property notices therein.

Content and Information

The users of any of the Site Applications, the End User Services, and widgets may be asked to provide, directly and indirectly, data obtained through use of such services (API, Dates, Room Type etc.), including aggregate, anonymous and derivative data (“Public Profile Data“). The ownership of any Public Profile Data is subject to the terms of BookingDirection, and may be used as a substitute to other user information.

BookingDirection will also collect certain information about you or your users for business purposes only. The information we collect is only accessible to BookingDirection and its affiliates and is not disclosed to any non-affiliated third parties and is used by us solely for aggregate statistics about our customers, sales, traffic patterns and related site information to third parties. BookingDirection shall have full authority to use such information gathered by it, for any purpose it so deems.

Newsletters, Notifications and other Advertising Material

Your agreement during the registration process to receive updates and marketing materials of BookingDirection, means that you agree and authorize BookingDirection to make use of the information you provided BookingDirection during the registration process for the purpose of (a) improvement of BookingDirection services provided to you, (b) BookingDirection notifying you of products and services which might interest you and (c) BookingDirection sending you the BookingDirection newsletter and/or other advertizing information of BookingDirection through the internet or other communications. Any agreement of yours to the above may be revoked and you have the rights to notify BookingDirection, at any time, of your request to cancel your approval for such delivery and stop receiving such materials, by sending an e-mail to info@BookingDirection.com

Accounts and Security

BookingDirection utilizes some of the most advanced technology for Internet security available today. When you access certain non public components of our Site using a web browser, you may, in consideration for applicable consideration, use Secure Socket Layer (SSL) technology, in order to protect your information using both server authentication and data encryption, ensuring that your data is safe, secure, and available only to registered users in your organization. BookingDirection will use all possible means available to it to ensure that your data will be completely inaccessible to your competitors. BookingDirection is hosted in a secure server environment that uses a firewall and other advanced technology to prevent interference or access from outside intruders. BookingDirection does not warrant that the functions contained in the service provided by the Site, the Platform and/or any of the Site Applications and/or Client Services will be uninterrupted or error-free, that defects will be corrected or that this service or the server that makes it available will be free of viruses or other harmful components. As part of the registration process, you may be asked to provide BookingDirection with personal information in order to set up an account. You undertake to provide BookingDirection with accurate, complete, and updated information. Failure to do so shall constitute a breach of this Customer Agreement, which may result in immediate termination of your account. You shall notify BookingDirection of any known or suspected unauthorized use(s) of your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password. You shall be responsible for maintaining the confidentiality of your password. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your Account, at BookingDirection’s sole discretion, and you may be reported to appropriate law-enforcement agencies.

Confidentiality of Information

You hereby undertake and agree that any and all confidential and/or proprietary information with respect to BookingDirection including BookingDirection information in whatever form and however received is of a confidential and proprietary nature to BookingDirection. You hereby therefore agree and undertakes not to disclose and not to allow to be disclosed to any third party, and will not itself make use of, in any manner, either directly or indirectly, any such information of BookingDirection other than for the purposes hereof.
Any and all confidential and/or proprietary information we collect is only accessible to BookingDirection and its affiliates and is not disclosed to any non-affiliated third parties and is used by us solely for aggregate statistics about our customers, sales, traffic patterns and related site information to third parties.

Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the BookingDirection applications and Service (“Feedback”). The feedback may include design, user interface, user experience, technical implementation, business model and any other feedback that Customer may find relevant. You acknowledge and agree that all Feedback will be the sole and exclusive property of BookingDirection and you hereby assign and agree to assign all rights, title and interest you have in such Feedback to BookingDirection together with all intellectual property rights therein.

Indemnification

You agree to indemnify and hold BookingDirection, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim, damages, obligations, losses, liabilities, costs, debts, expenses(including reasonable attorneys’ fees), arising out of: (i)  your use of the Site, Site Applications, the Platform, and/or the Client Services; (ii)   your violation of any rights of another person or entity, including without limitation and intellectual property rights or privacy rights; and (iii) any damages of any sort, whether direct, indirect, special or consequential, you may cause to any third party with relation to the Site, Platform, Site Applications, Client Services, and/or the End User Services. This defense and indemnification obligation will survive the terms of this Customer Agreement.

Proprietary Rights

BookingDirection retains ownership and all rights to all BookingDirection logos, icons, trademarks, software, trade secrets, databases, reports, the Platform, the Site Applications and the Site and all content therein. In order to protect BookingDirection’s copyrights and other proprietary rights in the Site, the Platform, and the Site Applications, you undertake not to remove or destroy any of BookingDirection’s proprietary trademark, copyright markings or confidential legends or other identification of proprietary information or intellectual property rights. You will not reproduce in all copies of the Site Applications, including partial copies in any form, all proprietary, trademark and copyright markings and confidentiality legends and other identification of proprietary information or intellectual property rights. You will not take any action that might adversely affect the validity of any such markings, legends, identification or ownership, and you will not use such markings, legends, identification or any similar markings, legends or identification in any manner without BookingDirection’s prior written consent.
Nothing in the Customer Agreement shall be interpreted as giving you any rights in BookingDirection’s intellectual property.

Termination of License

BookingDirection may suspend or terminate your License and/or your use of any and all of the Client Services at any time, if we believe that you have violated the terms of this Customer Agreement or, in our sole discretion, if we believe that the availability of the Platform in your site is not in our or our clients’ best interests. Upon termination of your License, you hereby undertake to cease immediately from using any of the Client Services, removing any link to the Platform, and deleting any user’s information obtained through the Platform and/or Client Services.

Notification of Copyright Infringement

BookingDirection will investigate notices of copyright infringement and take appropriate actions. If you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on this Site and Platform or on sites linked to from this Site and/or Platform, please notify BookingDirection.

Miscellaneous

The failure of BookingDirection to enforce any covenant or condition of this Customer Agreement shall not constitute a waiver of said covenant or condition and shall not hinder or otherwise prevent the subsequent enforcement of said covenant or condition. If any of the provisions in this Customer Agreement shall for any reason be declared or held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this Customer Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. You hereby agree on the insertion of the alternative clause, as permitted under law, in order to keep the intent of this Customer Agreement same. This Customer Agreement constitutes the entire agreement and understanding between you and BookingDirection relating to the subject matter hereof and supersedes all other agreement, covenants oral or written, made prior between you and BookingDirection with respect to such subject matter. You may not assign your rights or obligations under this Customer Agreement without prior written consent of BookingDirection.
If you have any questions or concerns about this Customer Agreement please contacts us at: info@BookingDirection.com.
Last Revised: July 8, 2016