GuestBot shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by GuestBot or by third-party providers, or because of other causes beyond GuestBot’s reasonable control, but GuestBot shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, GUESTBOT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND GUESTBOT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, GUESTBOT AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND GUESTBOT’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO GUESTBOT FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT GUESTBOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with GuestBot’s prior written consent. GuestBot may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind GuestBot in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Florida without regard to its conflict of laws provisions.
GuestBot reserves the right, in its sole discretion, to modify these terms from time to time, subject to thirty (30) days advance written notice to Customer.
Agreement : the Order Form, these Definitions, and the Terms and Conditions.
Authorized User : an end-user guest Authorized by the Customer to use the Equipment.
Affiliate : any business entity from time to time controlling, controlled by, or under common control with, either party.
Customer Dashboard : the web content management application and portal provided by GuestBot that enables the Customer to provide Guest Services to Authorized Users, as may be updated or modified from time to time, including any Maintenance Releases.
Customer Data : has the meaning set forth in Section 4 of the Terms of Service.
Device : the voice and data enabled touchscreen device owned by GuestBot and leased by GuestBot to the Customer that enables the Customer to provide Guest Services to Authorized Users.
Disclosing Party : has the meaning set forth in Section 4 of the Terms of Service.
Equipment : the Device and any related accessories as set forth in the Order Form.
Equipment Fees : the fees for Equipment payable by the Customer to GuestBot as set forth in the Order Form.
Fees : Equipment Fees and Services Fees, collectively.
Guest Services : the provision by the Customer of guest services to Authorized Users via the Services using the Customer Dashboard. Guest Services excludes services offered by GuestBot or third-parties.
Initial Term : the provision by the the term set forth in the Order Form
Intellectual Property Rights : all patents, copyrights, design rights, trademarks, service marks, trade secrets, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world.
Maintenance Release : release of Software that corrects faults, adds functionality or otherwise amends or upgrades the Software.
Order Form : the online form Customer completes to order the Services.
Policy : has the meaning set forth in Section 3 of the Terms of Service.
Receiving Party : has the meaning set forth in Section 4 of the Terms of Service.
Renewal Term : any renewal of the Initial Term.
Service Fees : the fees for Services payable by the Customer to GuestBot as described in the Order Form.
Services : the services and Equipment described in the Order Form.
Site : the premises from which the Customer carries out its business as stated above or as notified to GuestBot in writing from time to time.
Software : has the meaning set forth in Section 3 of the Terms of Service.
Term : has the meaning set forth in Section 7 of the Terms of Service.
Wi-Fi : has the meaning set forth in Section 6 of the Terms of Service.