Terms of Service

Last Updated: November 28th, 2018

1. THE CUSTOMER AND AUTHORIZED USERS

  • 1.1 The Customer acknowledges and agrees to fulfil all requests for Guest Services made by Authorized Users using the Device.
  • 1.2 When the Customer Dashboard and Device are active, requests by Authorized Users for Guest Services shall appear to the Customer on the Customer Dashboard. As between GuestBot and the Customer, the Customer acknowledges and agrees that:
    • (a) the Customer shall be solely responsible for provision of Guest Services; and
    • (b) except for the Services and Equipment, the Customer shall provide all necessary equipment and other materials, at its own expense, necessary to perform the Guest Services.
  • 1.3 The Customer acknowledges and agrees that the Customer’s provision of Guest Services to Authorized Users creates a direct business relationship between the Customer and the Authorized User. GuestBot is not responsible or liable for the actions or inactions of the Customer or an Authorized User. The Customer shall have the sole responsibility for any obligations or liabilities to Authorized Users or third parties that arise from the Customer’s provision of Guest Services.
  • 1.4 The Customer acknowledges and agrees that GuestBot’s provision to it of the Services and Equipment creates a direct business relationship between GuestBot and the Customer. GuestBot does not, and shall not be deemed to, direct or control the Customer generally or in the Customer’s performance under this Agreement specifically, including in connection with the Customer’s provision of Guest Services, the Customer’s acts or omissions, or the Customer’s operation.
  • 1.5 GuestBot retains the right to, at any time in GuestBot’s sole discretion, deactivate or otherwise restrict the Customer from accessing or using the Customer Dashboard or Services or Equipment in the event of a violation of this Agreement or for any other reason in the sole discretion of GuestBot.

2. SAAS SERVICES AND SUPPORT

  • 2.1 Subject to the terms of this Agreement, GuestBot will use commercially reasonable efforts to provide Customer the Services. As part of the registration process, Customer will identify an administrative user name and password for Customer’s GuestBot account. GuestBot reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
  • 2.2 GuestBot may offer third-party services to Authorized Users through the Services. Such third-party services are subject to availability based on the third-party provider’s service offerings and any use of such third-party services shall be subject to the terms of service of the third-party service provider.
  • 2.3 Subject to the terms hereof, GuestBot will provide Customer with reasonable technical support services in accordance with GuestBot’s standard practices.

3. RESTRICTIONS AND RESPONSIBILITIES

  • 3.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by GuestBot or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
  • 3.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
  • 3.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with GuestBot’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless GuestBot against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although GuestBot has no obligation to monitor Customer’s use of the Services, GuestBot may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
  • 3.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Software. Customer shall also be responsible for maintaining the security of the Software, Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

4. CONFIDENTIALITY; PROPRIETARY RIGHTS

  • 4.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of GuestBot includes non-public information regarding features, functionality and performance of the Services. Proprietary Information of Customer includes non-public data provided by Customer to GuestBot to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
  • 4.2 Customer shall own all right, title and interest in and to the Customer Data. GuestBot shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with support, and (c) all intellectual property rights related to any of the foregoing.
  • 4.3 Notwithstanding anything to the contrary, GuestBot shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and GuestBot will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other GuestBot offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

5. PAYMENT OF FEES

  • 5.1 Customer will pay GuestBot the Fees described in the Order Form in accordance with the terms therein. GuestBot reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that GuestBot has billed Customer incorrectly, Customer must contact GuestBot no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to GuestBot’s customer support department.
  • 5.2 Customer may order additional Equipment at any time through the Services, subject to payment of additional Equipment Fees in effect at the time of such request.
  • 5.3 GuestBot may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by GuestBot thirty (30) days after the date of the invoice. Unpaid amounts are subject to a finance charge of all expenses of collection and may result in immediate termination of the Services. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on GuestBot’s net income.

6. EQUIPMENT LEASING TERMS

  • 6.1 In consideration of the Equipment Fees paid by the Customer to GuestBot, receipt of which GuestBot hereby acknowledges, GuestBot agrees to lease to the Customer, and the Customer agrees to lease from GuestBot, the Equipment and in the quantity set forth in the Order Form solely for the use of its Authorized Users during the Term of this Agreement.
  • 6.2 The Customer must at all times maintain wireless high-speed Internet and network connections (the “Wi-Fi”) at its Site and ensure that the Device connects to Wi-Fi:
    • (a) for efficient data use; and
    • (b) to enable GuestBot to provide Maintenance Releases
  • 6.3 If Wi-Fi is not available, disabled or otherwise not working properly, the Customer shall promptly notify GuestBot and remedy the issue as soon as reasonably practicable. GuestBot may suspend the Customer’s rights under this Agreement until the Wi-Fi issue is remedied.
  • 6.4 The Customer shall at its expense keep and maintain the Equipment in a good state of repair, normal wear and tear excepted.
  • 6.5 Subject to clause 6.11, GuestBot shall, at its expense, repair or replace the Equipment with identical or similar Equipment if the Equipment fails to operate in accordance with the manufacturer’s specifications and operation instructions. Such repair or replacement shall be made as soon as practicable after the Customer returns the non-conforming Equipment. The Customer shall return all non-conforming Equipment at GuestBot’s expense to the destination specified by GuestBot.
  • 6.6 Title to the Equipment remains with GuestBot and the Customer shall acquire no right, title or interest in the Equipment. The Customer shall not pledge or encumber the Equipment in any way.
  • 6.7 GuestBot shall be responsible for delivery of Equipment and shall bear all costs and risk of loss, damage, destruction, theft and condemnation to or of any Equipment in transit.
  • 6.8 The Customer shall charge the Authorized Users for any loss, damage or destruction of Equipment by the Authorized User. For the avoidance of doubt, the Customer shall be responsible for collecting from the Authorized Users all amounts due with respect to any loss, damage or destruction of the Equipment by such Authorized User. Subject to clause 6.11, GuestBot shall replace or repair the Equipment in the quantities set forth in the Order Form. Where any Equipment is lost, damaged or destroyed by the Authorized User, the Customer shall be responsible and pay for the cost of replacement or repair of such Equipment.
  • 6.9 The Customer shall, at GuestBot’s risk and expense, no later than 10 days after the termination of the Agreement
    • (a) deinstall, inspect and properly pack the Equipment; and
    • (b) return the Equipment, at GuestBot’s cost, to GuestBot’s facility by delivering the Equipment on board such carrier as GuestBot may specify.
  • 6.10 The Customer shall cause the Equipment returned to Guestbot for any reason to
    • (a) be free and clear of all liens and charges (either fixed, floating or equitable) and rights of third parties;
    • (b) be in the same condition as when delivered to the Customer, ordinary wear and tear excepted; and
    • (c) be in compliance with applicable law
  • 6.11 GuestBot shall have no obligation to replace or repair any Equipment due to (i) operator error, (ii) any loss, damage or destruction caused by Customer or Authorized Users; or (iii) if the Customer attempts to modify the Device or the Software in violation of this Agreement.
  • 6.12 GuestBot reserves the right to immediately terminate this Agreement if Customer or any third party attempts to modify the Equipment in any way.

7. TERM AND TERMINATION

  • 7.1 Subject to earlier termination as provided in this Agreement, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
  • 7.2 Customer may cancel any individual Devices, subject to the following refund policies: (i) Customers with monthly subscriptions for the Services who return a fully functioning, non-damaged Device shall receive a pro-rated refund for the month in which the Device is returned, provided that the Device will not be deemed “returned” until it has been received and inspected by GuestBot to its satisfaction and (ii) Customers with annual subscriptions for the Services who return a fully functioning, non-damaged Device shall still be responsible to pay GuestBot the remaining amount owed for such Device for the remainder of the annual subscription. Customer is liable for any damages to any Equipment, as set forth in Section 6 of these Terms of Service.
  • 7.3 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

8. WARRANTY AND DISCLAIMER

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.

9. LIMITATION OF LIABILITY

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.

10. TERM AND TERMINATION

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.

Definitions


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.