Uniguest Terms and Conditions

By executing an Order (defined below) to which these Standard Terms and Conditions (the“Terms”) are attached, or otherwise agreeing to be bound hereby (e.g., by accepting such Terms upon renewal), you (“Customer”) agree that these Terms govern your receipt and use of the Products and Services (each as defined below) provided by U.S. Hospitality Publishers, Inc., a Tennessee corporation, doing business as Uniguest, Inc. or one of its affiliates as identified on the applicable Order (for purposes of these Terms, as applicable, “Uniguest”), and that these Terms together with Schedule A, the Supplemental Terms (defined below) and any applicable Order constitute a binding contract between you and Uniguest. Uniguest’s affiliated companies and brands include, as of the date of these Terms, and without limitation, ONELAN, Tripleplay, Touchtown, Janus Displays, UCView, Volara, Otrum, MediaStar, Bunch, pCare, Eversound, and Planet eStream.

1. Definitions

1. “Agreement” means these Terms together with Schedule A, all Supplemental Terms and each Order.
2. “Documentation” means the then current Product and Services documentation relating to the operation and use of the Products and Services published or otherwise provided or made available (for example, on a website or within the applicable Products and Services in the case of Software). Documentation may be provided by Uniguest (in the case of Proprietary Products and Services) or the applicable Third-Party Provider (in the case of Products and services that are not Proprietary). Documentation includes technical program or interface documentation, user manuals, operating instructions, and release notes.
3. “Effective Date” means the effective date set forth in the Order, or if not specified, the date the Order was signed by Customer, or if not dated, the date Uniguest activated Customer’s subscription to the applicable Products or otherwise provided or made available the Products and Services to Customer. If there is no Order (e.g., where Customer has accepted these Terms in connection with a renewal), Customer’s first annual renewal date following the version effective date noted above, as reflected in Uniguest’s records, will be the Effective Date for purposes of this Agreement.
4. “Initial Term” means the initial term of the Agreement as set forth in the Order beginning as of the first day of the first full month following the Effective Date (or if the Effective Date is the 1st day of a month, such day). If no initial term is designated on the Order, the initial term will be one year from such date. If there is no Order (e.g., where Customer has accepted these Terms in connection with a renewal), Initial Term means the one-year period beginning on the Effective Date.
5. “IP Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
6. “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents, or programs. Malicious Code does not include the ability of Uniguest to remotely access, monitor, update, suspend operation of or disable any Software.
7. “Order” means an order form (Order Form), statement of work (SOW), or similar ordering document that (i) incorporates the terms of this Agreement and sets forth the Products and Services ordered and/or subscribed to by Customer and any associated fees and (ii) has been agreed to by manual or electronic signatures of both parties or agreed to through an electronic system specified by Uniguest. In the electronic system, Customer will be prompted to accept by clicking a button.
8. “Products” means the Software for which Customer has purchased a subscription pursuant to the applicable Order together, if applicable, with any hardware Customer has purchased from or through Uniguest pursuant to such Order.
9. “Professional Services” means training, consulting, engineering, or other professional services that Uniguest has agreed to provide to Customer pursuant to the applicable Order.
10. “Proprietary” means, with respect to Products, those Products that were developed by or on behalf of and in accordance with specifications provided by Uniguest, and with respect to Services, those Services provided directly by or on behalf of Uniguest, as contrasted with Products and Services which Uniguest resells pursuant to agreements between Uniguest and the applicable Third-Party Provider, which for the avoidance of doubt will not be considered Proprietary for purposes of this Agreement (and which are referred to herein as Third-Party Materials).
11. “Recurring Service Fees” means all annual, monthly, and other recurring service and support fees payable by Customer to Uniguest, together with any taxes accruing with respect thereto for which Customer is responsible, pursuant to the terms of the Agreement.
12. “Services” means the Support Services and Professional Services.
13.  “Software” means all computer software that is included in or delivered or made available to Customer as part of the Products and Services (whether in object or source code form), and includes software provided on a software-as-a-service basis, hosted or cloud basis. Software also includes all updates, modifications, design data, associated APIs, as well as scripts, toolkits, libraries, reference or sample code, and similar materials, together with all related Documentation.
14. “Supplemental Terms” means those separate terms and conditions that apply to specific Products or Services, categories of Products or Services, or other specific cases (e.g., terms specific to the local jurisdiction where the Products or Services will be provided or used) as attached hereto, set forth or referenced in an Order, or otherwise agreed by the parties.
15. “Support Services” means Product maintenance, enhancement, and technical support services that Uniguest has agreed to provide to Customer pursuant to the Agreement.
16. “Term” has the meaning given such term in Section 3.a below.
17. “Third-Party Materials” means any Products and Services that are not Proprietary.
18. “Third-Party Provider” has the meaning given such term in Section 6.a.
19. “Uniguest IP” means all IP Rights in or related to Products or Services that are Proprietary.

2. Products and Services

1. Access and Use of Products. For the duration of the Term, and subject to Customer’s compliance with the terms of this Agreement, including, without limitation, payment of all fees due hereunder Uniguest will permit Customer to access and use the Products. Customer’s right to use such Products (and the license rights granted herein) will continue in effect for the duration of Customer’s subscription to such Product as agreed in the applicable Order (and subject to payment of all applicable subscription fees). Uniguest is responsible for making such Products available to Customer to use over the Internet (defined as the relevant Products can be reached at the public Internet-facing boundary of the cloud service where Uniguest elects to host such Products). Customer is responsible for maintaining compatible equipment, networks, and Internet access necessary to reach such Products consistent with the foregoing. Uniguest is not responsible for any failures or incompatibility with respect to such Customer equipment or networks or any disruption in Internet service generally or specific to Customer. Such Products may also be unavailable during routine or emergency maintenance windows. Uniguest will use commercially reasonable efforts to provide advance notice of any such planned outages.
2. Statistical Data. Uniguest may monitor Customer’s use of the Products and Services to collect and process anonymous, statistical, and performance information in aggregate form (“Statistical Data”). Uniguest will have an unrestricted right to store, analyze, evaluate, and use the Statistical Data for its own internal business purposes, including improving the features, performance, and functionality of the Products and Services. Uniguest warrants and agrees that the Statistical Data shall not include any information which identifies or can be attributed to Customer or any personally identifiable information of any person.
3. Non-Exclusive. All Products and Services are provided by Uniguest on a non-exclusive basis. Without limiting the foregoing, Uniguest is free to provide the same or similar Products and Services to any Third-Party, including any competitors of Customer.
4. Feedback. Uniguest shall have, and Customer hereby grants, a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual right and license to use, modify and/or incorporate into the Products and Services (and any other products or services of Uniguest) any ideas, suggestions, enhancements, recommendations or other feedback provided by Customer.
5. Compliance with Law. Each party agrees to comply with all laws and regulations applicable to its respective performance of this Agreement, including, as applicable, laws respecting the privacy of individuals and their personal information, rights to intellectual property, and the export or import of goods or services.
6. Internet Content Filter. Where applicable, some Products may include a content filter to block harmful or objectionable content. Customer acknowledges that individuals may differ as to what they believe constitutes “harmful or objectionable” content. Uniguest assumes no liability with respect to any content accessed by a user, including in the event a Product is used to access or display content which a user or other person finds harmful or objectionable, or that is unlawful, obscene, scandalous or otherwise objectionable. Further, Uniguest assumes no liability in the event such content filter blocks content, and a user or other person considers the fact that such blocking has occurred to be objectionable.
7. Usage Limits and Restrictions. Certain Products may be provided subject to limitations or restrictions on use (e.g., number of authorized users, transaction or limits, or number of connected devices) and/or priced on the basis of the foregoing (e.g., per user fees). Use of any such Products is expressly subject to any such usage limits and restrictions and payment of such fees. Uniguest reserves the right to impose additional fees where usage exceeds any such limits or restrictions. Uniguest reserves the right to inspect Customer’s books and records to ensure compliance with any such limits or restrictions and ensure accurate billing.
8. Authorized Users. Customer shall be responsible for (i) designating any of its employees or other personnel and, where applicable, guests, residents or customers, that will be granted access to any of Customer’s Product accounts, (ii) ensuring that all such users comply with the terms of this Agreement, and (iii) disabling any such person’s access if such person ceases to be authorized by Customer to access Customer’s Product account (or notifying Uniguest that such access should be terminated where Uniguest’s assistance is needed to disable a user account). Customer will be responsible for the acts or omissions of all such individuals. Customer will be responsible for ensuring that all such individuals maintain the security of their user credentials. Customer will notify Uniguest immediately of any unauthorized access to Customer’s Product account(s).
9. Malicious Code. Where applicable and to the extent available, Uniguest uses commercially available anti-malicious code software intended to keep Products free of Malicious Code. Customer acknowledges that no such software is perfect, and in particular, it is difficult to protect against Malicious Code that has not yet been detected and countered by commercial anti-malicious code software providers. Other than using commercially reasonable efforts to keep such anti-malicious code software up to date in all applicable Products for so long as Customer continues to subscribe to such Products under the terms of this Agreement, Uniguest assumes no obligation or liability whatsoever with respect to any Malicious Code that may infect any networks, software, equipment or systems of Customer or its customers.
10. Product Updates. Products may be updated by Uniguest to deploy new Software and update existing Software. In the event that such deployment causes any issues with Customer’s use of the applicable Products, and Uniguest reasonably determines that the cause is an issue with Customer’s hardware, including, without limitation, the age of Customer’s hardware, the failure of Customer to update the hardware’s operating systems or other Third-Party software, or other circumstances outside Uniguest’s control, then Uniguest shall so notify Customer, and Uniguest may discontinue the provision of Support Services until the parties agree on new fees to be paid as a result of the increased effort required to provide such Support Services to Customer.
11. Ownership and Restrictions. Customer acknowledges that, notwithstanding any other provisions of this Agreement and/or references to any “purchase” or “sale” in this Agreement or the applicable Order, the title to, and ownership of, all Products will at all times remain with Uniguest and/or the applicable Third-Party Provider (as applicable). Customer is hereby granted for the duration of the term of the Agreement a nonexclusive, non-transferrable, and non-sublicensable license to use the Products only as provided by Uniguest. Uniguest or the applicable Third-Party Provider retains all IP Rights in and to the Products. Customer acknowledges that the Products, all copies of the Products, any derivative works, compilations, and collective works of the Products, and any know-how and trade secrets related to the Products, are the sole and exclusive property of Uniguest and/or the applicable Third-Party Providers, and contain Uniguest’s and such Third-Party Providers’ confidential and proprietary materials. Customer will not attempt, directly or indirectly, to (i) reverse engineer, disassemble, or decompile any portion of the Products, (ii) modify or create derivative works based upon the Products,
    (iii) use or access the Products for the purpose of creating any competing product or service or benchmarking the Products.
12. Licensed Media. Uniguest Products and Services may include pre-loaded demonstration or theme content, including licensed stock images, videos, or templates (“Demo Content”). Such Demo Content is licensed for Uniguest’s internal use only and is not authorised for end-customer or partner distribution, public display, or commercial use beyond demonstration purposes. Upon deployment, Customer is responsible for replacing all Demo Content with its own legally licensed or owned content. Uniguest disclaims all liability for any unauthorised use of Demo Content by Customer or third parties. Uniguest may recommend or provide access to third-party royalty-free content platforms, but the responsibility to verify the licence scope for ongoing use remains with the Customer.
13. Additional Terms of Third-Party Providers. Additional acknowledgements, licensing terms and disclaimers for Third-Party Materials may be contained in the Documentation for such Third-Party Materials, as applicable, or may otherwise accompany such ThirdParty Materials, and use of such Third-Party Materials will be governed by the terms of this Agreement together with any such additional terms.
14. No High-Risk Use. Customer hereby acknowledges that the Products and Services are not designed or intended for access and/or use in or during high-risk activities including, but not limited to: medical procedures, emergency alerts, on-line control of aircraft, air traffic, aircraft navigation or aircraft communications; or the design, construction, operation or maintenance of any nuclear facility. Uniguest hereby expressly disclaims any express or implied representation or warranty of fitness for such purposes.

3. Term and Termination

1. Initial Term and Renewal. Unless terminated in accordance with Section 3.b below, the Agreement will continue in effect for the duration of the Initial Term, after which the Agreement will continue in effect and automatically renew annually upon the expiration of the Initial Term and each anniversary thereof until either party terminates this Agreement in accordance with Section 3.b below. The Initial Term together with any such automatic renewals is referred to herein collectively as the “Term.”
2. Termination.
   1. Without Cause. Customer may terminate the Agreement without cause effective upon the expiration of the then current Term upon not less than sixty (60) days’ prior notice as outlined in Section 3.b.iii below.
   2. With Cause. Either party may terminate this Agreement in the event of a material breach of this Agreement by the other party if such material breach remains uncured thirty (30) days after the date of written notice thereof from the nonbreaching party.
   3. Termination by Customer. To be effective, all terminations by Customer (with or without cause) must be submitted pursuant to a Service Cancellation Request via this website: https://uniguest.com/customer-cancellation/. For the avoidance of doubt, the minimum prior notice periods set forth above still apply.
3. Effect of Termination. Accrued payment obligations, in addition to any other amounts to be paid, reimbursed or otherwise retained by Uniguest pursuant to the Order, together with Sections 1, 2.b-.d, .i, .k-.n, 3.c, 4.e and .f, 5, 6, 7, 8, 9 and any other provision of the Agreement that is expressly stated or is intended to survive to give full effect thereto will survive any termination or expiration of this Agreement. Termination or expiration of this Agreement for any reason shall not release either party from any liability which has already accrued as of the effective date of such termination or expiration, and shall not constitute a waiver or release of, or otherwise be deemed to prejudice or adversely affect, any remedies or claims, whether for damages or otherwise, which a party may have hereunder, at law, equity or otherwise or which may arise out of or in connection with such termination.

4. Fees and Payment Terms

1. Fees. Customer will pay the amounts set forth in the Order for the Products and Services (or if there is no Order, the amounts payable under Customer’s prior agreement with Uniguest). One-time fees are billed immediately upon the Effective Date or 90 days after agreement is signed, whichever comes first. Recurring Service Fees are billed on the Effective Date and when and as they come due in accordance with the terms of the Order, including at renewal of the Agreement, or if there is no Order, upon each anniversary of the Effective Date.
2. Recurring Services. Uniguest may on each anniversary of the Effective Date following the Initial Term increase any Recurring Service Fees by an amount not to exceed five percent (5%), on a percentage increase basis. Uniguest will not be required to notify Customer of any increase described in this clause. Any such increase will be reflected on Customer’s next recurring charge following the effective date of any such increase.
3. Third-Party Materials. Prices for Third-Party Materials are subject to change without prior notice and are not subject to the foregoing percentage limit on increase as defined in Section 4.b.
4. Payment Terms. If Customer has provided a designated form of payment (e.g., a deposit account pursuant to an ACH authorization or a credit or debit card), Uniguest will automatically draft or charge such form of payment for all amounts due under the Agreement, when and as such amounts come due (which are generally billed in advance of the term to which they relate). If Customer has not provided any such form of payment, Uniguest will invoice Customer for such amounts, and such amounts will be due within thirty (30) days of the date of each such invoice.
5. Late Fees and Remedies. Amounts not paid when due in accordance with this Section 4 will be charged a late fee in the amount of the lesser of 2% per month or the maximum amount allowed by law on the unpaid balance. In the event an amount due hereunder is not timely paid, Uniguest may at its option and without penalty hereunder discontinue providing Services and/or immediately and without prior notice suspend Customer’s access to any Products. The foregoing is in addition to any other remedies available to Uniguest hereunder or at law or in equity.
6. Taxes. Except for taxes accruing with respect to the net income of Uniguest, Customer will be responsible for any and all applicable sales, use, excise, or other taxes, whether federal, state or local, however designated, which are levied or imposed with respect to Customer’s purchase of the Products and Services.

5. Confidentiality

The parties expressly acknowledge that in the course of their performance, they may learn, view or have access to certain confidential and proprietary information of the other party (“Confidential Information”). Neither party shall (i) disclose, directly or indirectly to any Third-Party, any portion of the Confidential Information without the prior written consent of the disclosing party, (ii) use or exploit the Confidential Information for any purpose other than as required in the performance of this Agreement, or (iii) fail to take appropriate action to protect the confidentiality of the Confidential Information received hereunder, utilizing at least the same standard of care it uses to protect its own Confidential Information, but in no event less than a reasonable standard of care. A party’s Confidential Information shall not include information that (i) is or becomes a part of the public domain through no act or omission of the receiving party, (ii) was in the receiving party’s lawful possession prior to the disclosure, or (iii) is lawfully disclosed to the receiving party by a Third-Party without restriction on disclosure. If the receiving party is required to disclose Confidential Information of the other party to satisfy any legal requirement, the receiving party may disclose the Confidential Information provided that the receiving party gives the disclosing party reasonable prior notice to contest such order (to the extent legally permitted to do so) and that the receiving party discloses only such portions of the Confidential Information as required by such legal requirement. This Section 5 will not be deemed to limit Uniguest’s rights under Section 2.b above.

6. Disclaimer of Warranties

1. Third-Party Materials. Customer understands and acknowledges that Uniguest is not the manufacturer, supplier, publisher or publisher (referred to herein as the “Third-Party Provider”) of any Third-Party Materials offered under this Agreement, and to the extent it is providing any such Third-Party Materials as part of the Products and Services, it is doing so only in a reseller capacity. As such, Uniguest will pass through to Customer, to the extent available and assignable, any such Third-Party Provider’s warranties associated with the Third-Party Materials purchased from or through Uniguest, but Uniguest does not provide any additional warranties with respect to such Third-Party Materials. Except for any such warranties that may be passed through by Uniguest from such Third-Party Providers, all such Third-Party Materials are provided on an “AS-IS, ASAVAILABLE” basis without any representations or warranties of any kind by Uniguest, expressed or implied.
2. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, UNIGUEST EXPRESSLY DISCLAIMS AND EXCLUDES ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, STATUTORY, IMPLIED, OR OTHERWISE, WHETHER WRITTEN OR ORAL, INCLUDING WITH RESPECT TO THE PRODUCTS AND SERVICES, AND HEREBY DISCLAIMS AND EXCLUDES ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING (BUT NOT LIMITED TO) ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, OR SATISFACTORY QUALITY, WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN TRADE, OR THAT THE PRODUCTS AND SERVICES WILL BE ERROR FREE OR SECURE OR THAT ANY PRODUCTS WILL OPERATE WITHOUT INTERRUPTION.

7. Limitation of Liability

In no event will Uniguest be liable under or in connection with this Agreement for lost profits or revenue, cost of substitute goods or services, or any special, consequential, reliance, incidental, exemplary, or punitive damages, however caused and under any theory of liability whether based in contract, tort (including negligence), or otherwise. The foregoing limitations shall apply regardless of whether Uniguest has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy stated herein. Uniguest’s liability arising out of or relating to any Order will not exceed the total amount of Recurring Service Fees received by Uniguest from Customer under the Order within the three (3) months preceding the assertion of any claim. Any Recurring Service Fees paid annually will be prorated over such three (3) month period for purposes of determining the aggregate limitation of liability for purposes of the foregoing sentence.

8. Indemnification

1. Indemnity. Subject to Sections 7 and Section 8.b, each party agrees to indemnify, defend and hold the other party and its affiliates and each of their respective officers, directors, agents, employees, successors and assigns harmless from and against any and all third-party suits, claims, liabilities, judgments, expenses (including reasonable attorneys’ fees and court costs), damages, losses or injuries arising from its respective willful, reckless, or negligent act or omission. Subject to Sections 7 and Section 8.b, Uniguest agrees to indemnify, defend, and hold harmless Customer and Customer’s affiliates and their respective officers, directors, agents, employees, successors and assigns from and against any third-party claim that the Products and Services infringe a copyright, trademark, United States patent, or misappropriate a trade secret of a ThirdParty, except to the extent any such claim arises from the combination of any such Products and Services with any hardware, software or other technology or material not provided by Uniguest or approved for use with the Products and Services by Uniguest in writing.
2. Exception for Third-Party Materials. The foregoing notwithstanding, Uniguest will not be required to provide indemnity for any Third-Party Materials provided as part of the Products and Services in excess of any indemnity actually provided to Uniguest by the applicable Third-Party Provider (provided Uniguest will take commercially reasonable efforts to pursue any such indemnity to the extent available under its agreements with such Third-Party Provider).
3. Procedure. A party seeking indemnification hereunder with respect to any claim will provide prompt written notice of such claim to the indemnifying party, permit the indemnifying party to assume the defense and settlement of any such claim, and cooperate in the defense of any such claim. Notwithstanding the foregoing, no settlement that does not fully relieve the indemnified party of any liability with respect to such claim may be entered into without the written consent of the indemnified party, such consent not to be unreasonably conditioned, withheld or delayed.

9. Miscellaneous

1. Assignment. This Agreement is assignable by Customer or Uniguest, and each agrees that the other would not enter into this Agreement without the absolute right to assign, provided, however, that any such assignee agrees in writing to be bound by the terms of this Agreement and provided that any assignment by Customer will not relieve Customer of its obligation to remit all amounts due hereunder in the event the Customer’s assignee (or any subsequent assignee) defaults with respect to any such payment.
2. Publicity. Customer agrees that Uniguest may include the name, logo, and a summary of the Products and Services provided by Uniguest to Customer on Uniguest’s website, press releases, promotional and sales literature, and advertising materials.
3. Independent Contractor. Uniguest is an independent contractor and nothing contained in this Agreement will be construed to create the relationship of employer/employee, principal and agent, partnership or joint venture, or any other fiduciary relationship.
4. Choice of Law & Venue. This Agreement shall be governed by the laws of the state of Delaware, without reference to its conflicts of law provisions. Any dispute arising out of or relating to this Agreement will be resolved exclusively by binding arbitration to be conducted in Wilmington, Delaware in accordance with the then effective Commercial Arbitration Rules of the American Arbitration Association (the “Rules”). Such matter will be heard by a single arbitrator. Notwithstanding the foregoing, in the event the matter in dispute involves claims in excess of $500,000, then either party will be entitled to insist that a panel of three arbitrators rather than one decide the matter. The arbitrator(s) will be selected by mutual agreement of the parties, or if they cannot agree, in accordance with the Rules. The decision of the arbitration will be final and binding on the parties and may not be appealed except as the Rules may permit. Such decision may be enforced by any court of competent jurisdiction. The prevailing party in any such dispute will be entitled to recover its reasonable costs of arbitration, including reasonable attorneys’ fees and expenses. The foregoing will not prevent either party from seeking purely injunctive relief in any court of competent jurisdiction. Further, Uniguest may bring an action to collect any payment due hereunder in any court of competent jurisdiction. In such event, Uniguest will be entitled to recover from Customer its costs of collection, including reasonable attorneys’ fees and court costs. WITHOUT LIMITING THE FOREGOING, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. FURTHER, ANY LITIGATION MUST BE ON AN INDIVIDUAL BASIS. THIS MEANS NEITHER CUSTOMER NOR UNIGUEST MAY JOIN OR CONSOLIDATE CLAIMS IN ANY ACTION BY OR AGAINST UNIGUEST OR OTHER UNIGUEST CUSTOMERS, OR LITIGATE IN COURT OR ARBITRATE ANY CLAIMS AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.
5. Entire Agreement. This Agreement expresses the entire understanding between the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreement or understanding between the parties, whether written or oral, relating to the subject matter hereof. The Agreement prevails over any of Customer’s general terms and conditions of purchase regardless whether or when Customer has submitted its purchase order or such terms to Uniguest and regardless whether such Customer general terms are in addition to or different from any terms set forth herein. Fulfillment of Customer’s Order by Uniguest does not constitute acceptance of any of Customer’s terms and conditions by Uniguest and does not serve to modify or amend the Agreement.
6. Amendment. Except as otherwise set forth herein the Agreement will only be amended by written agreement of the parties. Notwithstanding the foregoing, any Supplemental Terms attached to or referenced in these Terms may be amended by Uniguest without prior notice to and without the consent of Customer.
7. Order of Precedence. To the extent of any conflict between the terms set forth herein, the terms of an Order, or the terms of any Supplemental Terms attached to or referenced in these Terms, the following order of precedence will apply: the Order (but solely with respect to such Order), these Terms, the applicable Supplemental Terms.
8. No Third-Party Beneficiaries. This Agreement is solely between and for the benefit of Customer and Uniguest, and no person or entity other than the parties themselves has any rights or remedies under this Agreement.
9. General Warranties. The parties warrant that the respective individuals signing the Order on behalf of the parties hereto or executing any other document acknowledging such party’s acceptance of these Terms have the power and are duly authorized, pursuant to the parties’ respective formative organizational documents, to bind the respective parties to this Agreement. Each party warrants that it is duly formed and existing as a legal entity and otherwise fully authorized to conduct business as a legal entity in the state in which it exists if such party is a legal entity.
10. Notices. For purposes of this Agreement, any notice that may or must be delivered by one party to another shall be deemed sufficient if made in writing and sent by certified mail or overnight courier to, in the case of Customer, Customer’s address as set forth on the Order, and in the case of Uniguest, as follows (or to such other address as a party may specify in the same manner): Uniguest, Inc.
    2926 Kraft Drive
    Nashville, TN 37204
    Attn: Chief Executive Officer
11. Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
12. Counterparts. An Order may be executed in one or more counterparts, each of which shall be deemed to be a duplicate original, but all of which taken together shall constitute one and the same agreement. An Order may be executed by facsimile, .PDF or other electronic means, each of which will be deemed an original for all purposes.
13. Language. Only the most current English version of this Agreement is binding. In the event of inconsistency or discrepancy between the English version and any other language version of this Agreement, the English-language version shall prevail.

Schedule A – Maintenance and Support Policies and Procedures

General Terms

Uniguest will provide Support Services (which include 24x7x365 remote technical support upon Customer request and ongoing monitoring, maintenance and management of the Products and Services) in accordance with the terms of the Agreement and specifically this Schedule A, subject to Customer’s satisfaction of its obligations below.

Uniguest will always use reasonable endeavours to make the Products and Services available to Customer and its users, but Uniguest cannot and does not guarantee an uninterrupted or fault free service.

Uniguest’s ability to provide the Support Services may be impaired by conditions or circumstances that are beyond Uniguest’s control, including, without limitation Third-Party service providers, geographic or atmospheric conditions, local physical obstructions, Software a features or functionality of Customer’s hardware or systems, operating system and the number of other users logging onto Uniguest’s service, server and/or network at the same time. Uniguest will take reasonable actions to minimize the disruption caused by such circumstances, but Customer acknowledges, agrees, and accepts that some such interruptions may not be avoidable and outside of Uniguest control.

The delivery of Products and some Services by Uniguest relies on the Internet, which is not controlled by Uniguest. Internet outages may result in Products and Services being temporarily unavailable. Uniguest take reasonable action to minimize the disruption caused by such circumstances, but some such interruptions may not be avoidable.

Customer and Uniguest will work together to resolve problems and utilize the most cost-effective solution to resolving issues that arise out of the scope of these policies and procedures. If something is not covered in this Schedule, both parties will work together to determine the most timely and cost-effective method to resolve it.

Support Services Detail

1. For each service call, Customer or a user shall notify Uniguest via a Uniguest-provided toll-free number, support chat service or through the Client Portal of any malfunction or error involving the Products or Services.
2. Uniguest shall have technicians available 24/7/365 by phone, Client Portal and/or online chat application. Response time is based on level of Support Services purchased.
3. If on-site services have been purchased and arranged, at the time of service call, Customer agrees that it shall have a designated staff member who will be onsite at the location where the issue was reported to remotely troubleshoot with the Uniguest technician over the phone and provide limited and reasonable non-technical assistance.
4. In the event that Customer’s ISP service is determined by Uniguest to have been the cause of any service issue, Uniguest will assist Customer, via telephone or other means, at Uniguest’s discretion, in working with such ISP to resolve the problem, provided Uniguest may charge Customer a fee for such assistance.
5. Uniguest will provide service and support of the Uniguest core software, interfaces and proprietary Uniguest systems or solutions. Uniguest may provide basic support or may operate as an intermediary on behalf of customer for issues not related to Uniguest solutions, such as Internet Services, but this is not guaranteed.
6. Uniguest will use commercially reasonable efforts to investigate problems reported to it. Subject to the exceptions set forth in section 8 below, if Uniguest determines that the problem is the result of a reproducible error, defect, or malfunction in the Uniguest Products, Uniguest will make reasonable efforts to correct the problem. A Uniguest representative will provide the applicable end user with a correction, a report/determination that further research is required, or confirmation that the system works per design specifications.
7. If a reproducible error is not correctable, then a correction for the error will be incorporated in a future release or update of the Uniguest Products, if practical.
8. The following services are not covered as part of the Support Services:
   1. Maintenance of facilities external to the Uniguest Products or Services; hardware support; questions regarding hardware installation, support or maintenance, telecommunications systems.
   2. Integration of the Uniguest Products with non-compatible systems or software; misuse or improper use of the Uniguest Products (including without limitation any use not specifically authorized in the agreement or any related documentation).
   3. Support for altered or modified Uniguest Products, other than that altered or modified by Uniguest and/or authorized agents of Uniguest; support for versions of the Uniguest Products that have been superseded by a new release (provided that Uniguest will continue to support superseded versions for a reasonable period, not to exceed 45 days).
   4. Services including programming, graphic design, media encoding, training, etc.
9. Uniguest reserves the right to charge for unusual or excessive telephone support to be provided hereunder. In all cases, Uniguest will notify Customer of these costs in advance.