GRANT OF LICENCE
SiteMinder (“SiteMinder,” “We” or ”Our”) provides its Channel Management Software And Booking Button Software and related services (“SiteMinder Software”) to You subject to these Terms And Conditions.
By accepting these Terms, or by accessing or using the SiteMinder Software, You represent and acknowledge that You have read, understood, and agree to be bound by these Terms, and that the information You provide in registering with the SiteMinder Software is accurate, complete, and is Yours or within Your right to use. If You are entering into these Terms on behalf of a company or another legal entity, You represent that You have the authority to bind such entity and its affiliates to these Terms, in which case the terms “You,” “Your” or related capitalized terms herein shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with these Terms, You must not accept these Terms and may not use the SiteMinder Software.
You acknowledge that these Terms constitute a contract between You and SiteMinder, even though it is electronic and is not physically signed by You and SiteMinder, and that these Terms govern Your use of the SiteMinder Software and supersede any prior agreements between You and SiteMinder.
DESCRIPTION OF SITEMINDER SOFTWARE
The SiteMinder Software includes the SiteMinder Channel Manager web application, The Booking Button web application, the help desk system, connectivity API’s, and the related support services provided to You, including all software, data, text, images, sounds, videos, and other content provided by SiteMinder. Any new features added to or augmenting the SiteMinder Software and related services are also subject to these Terms.
SiteMinder shall provide You with a username and password to access the SiteMinder Software.
All users who that access the SiteMinder Software service do so with User account(s) which are provided to them by SiteMinder. You are responsible for maintaining the confidentiality of your user account information and your password. You agree to accept responsibility for all activities and changes to data that occur under your user account(s) or password(s). SiteMinder will not be held accountable for changes made by either the users or the Booking Channels.
SiteMinder agrees that it is responsible for the security of cardholder data that it possesses, including the functions relating to storing, processing, and transmitting of the cardholder data. SiteMinder uses SSL encryption to transmit all credit card data and other confidential information. SiteMinder affirms that, as of the last updated date of these terms and conditions, it has complied with all applicable requirements to be considered PCI DSS com pliant, and has performed the necessary steps to validate its compliance with the PCI DSS.
SiteMinder affirms that we will review and validate our compliance at least annually, and will perform necessary vulnerability scans on our systems at least quarterly. SiteMinder will immediately notify You if we learn that we are no longer PCI DSS compliant and will immediately inform You of the steps being taken to remediate the non-compliance status. In no event should SiteMinder’s notification to You be later than seven (7) calendar days after SiteMinder learns we are no longer PCI DSS compliant.
You are solely responsible for the accuracy and currency of the Data entered into the SiteMinder Software under Your user account. You agree to indemnify SiteMinder, its related companies, officers, employees and its suppliers against liability or loss arising from, and cost incurred in connection with any data entered into the SiteMinder Software under your account.
SCHEDULED SYSTEM INTERRUPTION
SiteMinder may make changes to the SiteMinder Software from time to time. Should changes be made to any component of the system that could affect Your operation of the system You will be notified more than 48 hours in advance of such change.
To apply upgrades and other changes to the System Software the SiteMinder Software may be made temporarily unavailable. To minimize impact to your usage of the system, SiteMinder will attempt to make any outages as short as possible and at a time of day where system usage is at its minimum.
SiteMinder reserves the right to change fees with 30 days notice to You unless You have signed a 12 or 24 month user agreement in which case the pricing terms of such agreement will take precedence over these terms and conditions.
INFORMATION AND INTELLECTUAL PROPERTY RIGHTS
You acknowledge and agree that SiteMinder owns all right, title and interests in and to the SiteMinder Software (including but not limited to any images, photographs, animations, video, audio, music, text, and “applets” incorporated into the SiteMinder Software), the accompanying documentation and printed materials, and any copies of the SiteMinder Software. SiteMinder does not grant You any right, title or interest in or to the SiteMinder Software.
The URLs representing the SiteMinder website(s), “SiteMinder” and all related logos of our products and services described in our website(s) are either subject to copyright, trademark or existing registered trademark ownership by SiteMinder and may not be copied, imitated or used, in whole or in part, without the prior written permission of SiteMinder.
DISCLAIMER OF WARRANTIES
SiteMinder, its related companies, officers, employees and its suppliers provide the SiteMinder Software and related services “as is” and without any warranty or condition, express, implied or statutory to the maximum extent permitted by law. SiteMinder, its related companies, officers, employees and its suppliers specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement to the maximum extent permitted by law. We do not guarantee continuous, uninterrupted access to SiteMinder Software and related services, and operation of the SiteMinder Software and our website(s) may be interfered with by numerous factors outside of our control.
LIMITATION OF LIABILITY.
No Consequential Damages. Under no circumstances and under no legal theory (whether in contract, tort, negligence or otherwise) will either party to these terms, or such party’s affiliates or their respective officers, directors, employees, agents, suppliers or licensors be liable to the other party or any third party for any indirect, incidental, special, exemplary, consequential, punitive or other similar damages, including lost profits, lost sales or business, lost data, business interruption or any other loss incurred by such party in connection with this agreement or the service, regardless of whether such party has been advised of the possibility of or could have foreseen such damages.
Force Majeure And Third Parties. You agree that SiteMinder is not liable for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of any government authority, war, sabotage, fire, flood, strike or other labour disturbance, interruption of or delay in transportation, unavailability of or delay in telecommunications or third party services, failure of third party software or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of Services.
Limits On Monetary Damages. Notwithstanding anything to the contrary in these terms, SiteMinder’s (including any of its affiliates) aggregate liability, for damages (monetary or otherwise) under these terms during any calendar year for claims made by you or any third party arising from our service, shall be limited to the lesser of (i) actual damages incurred, or (ii) payments made by you for the service during the twelve (12) months preceding the claim. The parties acknowledge and agree that the essential purpose of this clause is to allocate the risks under these terms between the parties and limit their potential liability given the fees charged under this agreement, which would have been substantially higher if SiteMinder were to assume any further liability other than as set forth herein. The parties have relied on these limitations in determining whether to enter into this agreement.
ASSIGNMENT; ENTIRE AGREEMENT; REVISIONS
Either party may assign or transfer these Terms, in whole or in part, without restriction, provided the assignee agree to be fully bound by these Terms. These Terms supersede prior versions of these Terms, or any other discussions, agreements or understandings by or among the parties (other than written agreements accepted by both parties). We may amend these Terms from time to time, in which case the new Terms will supersede prior versions. We will notify You of such changes and direct You to the latest version.
If any provision in these Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect.
INDEMNITIES AND RELEASES
You agree to indemnify and keep indemnified SiteMinder, its related companies, officers, employees and its suppliers against liability or loss arising from, and cost incurred in connection with, damage, loss, injury or death to any third party caused or contributed to by Your act, neglect or default, or the act, neglect or default of Your servants and agents;
SiteMinder agrees to indemnify You, Your related companies, officers, employees and suppliers against liability or loss arising from, and cost incurred in connection with, damage, loss, injury or death to any third party caused or contributed to by Our act, neglect or default, or the act, neglect or default of Our servants and agents;
SiteMinder acknowledges that, in the course of its performance of this Agreement, it m ay become privy to certain information that You deem s as being proprietary and confidential. Confidential Information means any information of Yours that is by its nature is confidential or is designated by You as confidential. SiteMinder agrees that it will use Your Confidential Information solely for the purposes of the provision of the SiteMinder service to You and will not dis clos e Your Confidential Information, directly or indirectly, to any third party without Your prior written consent.
CANCELLATION AND TERMINATION
SiteMinder reserves the right to terminate Your access to the SiteMinder Software at any time for any reason whatsoever with 30 days notice to You. SiteMinder shall not be liable to You or any third party for any modification, suspension or discontinuation of the Service. If You breach any of the terms of this agreement SiteMinder reserves the right to terminate Your access to the SiteMinder Software immediately on becoming aware of such breach.
You may cancel your subscription with 30 days notice, by emailing firstname.lastname@example.org.
Intellectual Property Rights), Cancellation and Termination, Disclaimer of Warranties, Limitation of Liability, Indemnities And Releases, Assignment; Entire Agreement; Revisions, Severability, and Governing Law will survive any termination of these Terms.
These Terms And Conditions are governed by and interpreted under the laws of the state of New South Wales, Australia. Our failure to act with respect to a breach by You or others does not waive our right to act with respect to subsequent or similar breaches. These Terms And Conditions detail the entire understanding between us concerning its subject matter.
We have created this privacy statement in order to demonstrate our firm and continuing commitment to the privacy of personal information provided by those visiting and interacting with this website. We hold the privacy of your personal information in the highest regard. The following discloses our information gathering and dissemination practices for this website.
SiteMinder recognises the importance of protecting your privacy and our policy is designed to assist you in understanding how we collect, use and safeguard the personal information you provide to us and to assist you in making informed decisions when using our site. This policy will be continuously assessed against new technologies, business practices and our customers’ needs.
WHAT INFORMATION DO WE COLLECT?
When you visit this website you may provide us with two types of information: personal information you knowingly choose to disclose that is collected on an individual basis, and website use information collected on an aggregate basis as you and others browse our website.
1. PERSONAL INFORMATION YOU CHOOSE TO PROVIDE
Registration Information. When You register for any of our services or newsletters you will provide us with information about yourself.
Email Information. If you choose to correspond with us through email, we may retain the content of your email messages together with your email address and our responses. We provide the same level of protection for electronic communications as we do for information received by mail and telephone.
Communication with You. Registration or correspondence with us via email constitutes a commercial relationship and implies consent for us to communicate with you regarding our services. We promise to only send you information deemed relevant to our commercial relationship and any email communication you may receive from us highlighting our services, special offers or promotions will include an opt out or unsubscribe feature.
2. WEBSITE USE INFORMATION
Similar to other commercial websites, our website utilises a standard technology called “cookies” (see explanation below, “What Are Cookies?”) and web server log files to collect information about how our website is used. Information gathered through cookies and web server logs may include the date and time of visits, the pages viewed, time spent at our website, and the websites visited just before and just after our website.
STORAGE OF COLLECTED INFORMATION
The security of your personal information is important to us. When you enter sensitive information (such as credit card numbers) on our website, we encrypt that information using secure socket layer technology (SSL). When credit card details are collected, we simply pass them on in order to be processed as required. We never permanently store complete credit card details.
We follow generally accepted industry standards to protect the personal information submitted to us, both during transmission and once we receive it.
ACCESS TO COLLECTED INFORMATION
If your personally identifiable information changes, or if you no longer desire our service, you may correct, update, delete or deactivate it by emailing us at email@example.com. If you wish to deactivate your service, we will require 30 days notice in writing.
HOW DO WE USE THE INFORMATION THAT YOU PROVIDE TO US?
Broadly speaking, we use personal information for purposes of administering our business activities, provision of services, monitoring the use of services, marketing and promotional efforts, improvement of our content and service offerings, and customisation of our website’s content, layout, services and other lawful purposes. These activities improve our site and enable us to better tailor it to meet your needs.
Furthermore, such information may be shared with others on an aggregate basis. Personally identifiable information or business information will not be shared with parties except as required by law.
Occasionally, we may also use the information we collect to notify you about important changes to our website, new services, and special offers we think you will find valuable. You may notify us at any time if you do not wish to receive these offers.
WHAT ARE COOKIES?
HOW DO WE USE INFORMATION WE COLLECT FROM COOKIES?
IP addresses are used by your computer every time you are connected to the Internet. Your IP address is a number that is used by computers on the network to identify your computer. IP addresses are automatically collected by our web server as part of demographic and profile data known as traffic data so that data (such as the web pages you request) can be sent to you.
SHARING AND SELLING INFORMATION
We do not share, sell, lend or lease any of the information that uniquely identify a subscriber (such as email addresses or personal details) with anyone except to the extent it is necessary to process transactions or provide services that you have requested.
HOW CAN YOU ACCESS AND CORRECT YOUR INFORMATION?
You may request access to all your personally identifiable information that we collect online and maintain in our database by emailing us at firstname.lastname@example.org
WHAT ABOUT LEGALLY COMPELLED DISCLOSURE OF INFORMATION?
We may disclose information when legally compelled to do so, in other words, when we, in good faith, believe that the law requires it or for the protection of our legal rights. We may also disclose account information when we have reason to believe that disclosing this information is necessary to identify, contact or bring legal action against someone who may be violating our Terms of Service or to protect the safety of our users and the Public.
WHAT ABOUT OTHER WEBSITES LINKED TO OUR WEBSITE?
We are not responsible for the practices employed by websites linked to or from our web site or the information or content contained therein. Often links to other websites are provided solely as pointers to information on topics that may be useful to the users of our website.
OUR COMMITMENT TO DATA SECURITY
Please note that your information will be stored and processed on our computers in Australia. The laws on holding personal data in Australia may be less stringent than the laws of your country of residence or citizenship. To prevent unauthorised access, maintain data accuracy, and ensure the correct use of information, we have put in place appropriate physical, electronic, and managerial procedures to safeguard and secure the information we collect online.
This site allows visitors to unsubscribe so that they will not receive future messages. After unsubscribing we will discontinue sending the particular messages as soon as technically feasible.
ACQUISITION OR CHANGES IN OWNERSHIP
In the event that the website (or a substantial portion of its assets) is acquired, your information would be considered part of those assets, and may be part of those assets that are transferred.