TERMS & CONDITIONS
GRANT OF LICENCE
HiSITE (“HiSITE,” “We” or ”Our”) provides its Channel Management Software And HiSITE Direct Software and related services (“HiSITE Software”) to you subject to these Terms And Conditions. By accepting these Terms, or by accessing or using the HiSITE 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 HiSITE 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 HiSITE Software. You acknowledge that these Terms constitute a contract between You and HiSITE, even though it is electronic and is not physically signed by You and HiSITE, and that these Terms govern Your use of the HiSITE Software and supersede any prior agreements between You and HiSITE.
DESCRIPTION OF HISITE SOFTWARE
The HiSITE Software includes the HiSITE Channel Manager web application and the related support services provided to You, including all software, data, text, images, sounds, videos, and other content provided by HiSITE. Any new features added to or augmenting the HiSITE Software and related services are also subject to these Terms.
HiSITE shall provide You with a username and password to access the HiSITE Software. All users who that access the HiSITE Software service do so with User account(s) which are provided to them by HiSITE. 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). HiSITE will not be held accountable for changes made by either the users or the Booking Channels.
You are solely responsible for the accuracy and currency of the Data entered into the HiSITE Software under Your user account. You agree to indemnify HiSITE, 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 HiSITE Software under your account.
SCHEDULED SYSTEM INTERRUPTION
To apply upgrades and other changes to the System Software the HiSITE Software may be made temporarily unavailable. To minimize impact to your usage of the system, HiSITE will attempt to make any outages as short as possible and at a time of day where system usage is at its minimum.
HiSITE 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 HiSITE owns all right, title and interests in and to the HiSITE Software (including but not limited to any images, photographs, animations, video, audio, music, text, and “applets” incorporated into the HiSITE Software), the accompanying documentation and printed materials, and any copies of the HiSITE Software. HiSITE does not grant You any right, title or interest in or to the HiSITE Software. The URLs representing the HiSITE website(s), “HiSITE” 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 HiSITE and may not be copied, imitated or used, in whole or in part, without the prior written permission of HiSITE.
DISCLAIMER OF WARRANTIES
HiSITE, its related companies, officers, employees and its suppliers provide the HiSITE Software and related services “as is” and without any warranty or condition, express, implied or statutory to the maximum extent permitted by law. HiSITE, 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 HiSITE Software and related services, and operation of the HiSITE 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 HiSITE 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, HiSITE’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 HiSITE 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 HiSITE, 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. HiSITE 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;
HiSITE 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. HiSITE agrees that it will use Your Confidential Information solely for the purposes of the provision of the HiSITE 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
HiSITE reserves the right to terminate Your access to the HiSITE Software at any time for any reason whatsoever with 30 days notice to You. HiSITE 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 HiSITE reserves the right to terminate Your access to the HiSITE 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 Queensland, 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.