Cloudbeds Customer relationship manager (CRM) TERMS AND CONDITIONS

1 Definitions and interpretation

1.1 In these terms and conditions the following expressions shall have the following meanings:

Business Day: a day other than a Saturday, Sunday or federal holiday in the United States.

Charges: the charges payable by the Client for the supply of the Services in accordance with clause 8 (Charges and payment).

Commencement Date: has the meaning given in clause2.1.

Conditions:these terms and conditions as amended from time to time in accordance with clause 21.

Contract:the contract between the Supplier and the Client for the supply of the Services in accordance with these Conditions and any Statement of Work.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.

Controller, processor, data subject, personal data, personal data breach, processingandappropriate technical measures: as defined in the Data Protection Legislation.

Client: the person or firm who purchases the Services from the Supplier.

Client Data:means all data that the Client uploads or processes through the Cloudbeds CRMCloudbeds CRM Software concerning its customers.

Client Default: has the meaning set out in clause 7.2.

Client Materials:all data files, content, documents, information, items and materials owned by the Client but excluding the Client Data, which may be provided by the Client to enable the Supplier to provide theServicesas set out in the accompanying Statement of Work, including any data collected and collated by the Supplier during the provision of the Services.

Data Protection Legislation:the UK Data Protection Legislation andany other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).

Deliverables: the deliverables (if any) set out in the Statement of Work produced by the Supplier for the Client.

Force Majeure Event: means circumstances or causes beyond either party’s reasonable control, including but not specifically limited to those events or circumstances as set out in clause 13.1.

Cloudbeds CRM Software:means the cloud-based application known as ‘Cloudbeds CRM’ hosted and operated on hardware under the control of the Supplier and provided to the Client via the internet, as well as the software updates and the relevant interfaces. The term Cloudbeds CRM Software also includes the associated documentation (including user manuals (if any) and any online help or training resources or parts of them) published online by the Supplier in accordance with the terms and conditions of the Contract.

Intellectual Property Rights:patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order: the Client’s order for the Services as set out in the Client’s purchase order, written acceptance of a quotation by the Supplier or otherwise, as the case may be.

Services: the provision and use of the Cloudbeds CRM Software and such hotel internet marketing and optimisation services, including the Deliverables (if any), that are to be provided by the Supplier to the Client under theOrder and further detailed in the Statement of Work.

Statement of Work: a detailed plan agreed between the parties describing the Services to be provided by the Supplier, any timetable for their performance and the related matters listed in the Statement of Work.

Supplier:Digital Arbitrage, Inc.

Trial Period:means the duration of the Client’s access to the Trial Services (if any), starting on the Trial Service Activation Date (as defined in clause 5.1) and ending at the end of 30 days of use, or such other period as mutually agreed by the parties.

Trial Services:means access to the Cloudbeds CRM Software and the Services for the purposes of enabling the Client to evaluate the Services during the Trial Period.

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1.2 Interpretation:

(a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

(b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

(c) A reference to writing or written includes fax and email.

(d) The Statement of Work forms part of the Contract and shall have effect as if set out in full in the body of these Conditions.

2. Basis of Contract

2.1 The Order constitutes an offer by the Client to purchase the Services in accordance withthese Conditions. The Order shall only be deemed to be accepted on written acceptance of the Order by the Supplier or the Supplier commencing provision of the Services, at which point and on which date the Contract shall come into existence (the “Commencement Date”).

2.2 The Contract shall come into force on the Commencement Date and (subject to early termination in accordance with the provisions outlined within these Conditions) shall continue in full force and effect for the duration as set out in the Order and/or Statement of Work as the case may be (the “Initial Term”).

2.3 On expiry of the Initial Term, the Contract shall (subject to early termination in accordance with the provisions outlined within these Conditions) continue thereafter for successive terms of equivalent duration (each a “Renewal Term”) unless, or until, terminated by either party on giving not less than 30 days’ prior notice, such notice to expire at the end of the then Initial Term and Renewal Term as the case may be.

2.4 These Conditions apply to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.The Contract constitutes the entire agreement between the parties.

2.5 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

3. Supply of the Services

3.1 The Supplier specialises in the provision of cloud-based hotel management and marketing services including, but not limited to, analytical meta-advertising, email marketing and rate prediction tools. Such services are provided by the Supplier via acloud-based collaborative management tool referred to as ‘Cloudbeds CRM’.

3.2 The Client agrees to obtain and the Supplier agrees to provide the Services (as defined below), further details of which are as set out in theStatement of Work, in accordance with the terms and conditions of the Contract.

3.3 The Supplier shall supply the Services to the Client under the Order and as detailed in the Statement of Work in all material respects.The Supplier shall use all reasonable endeavours to meet the performance dates (if any) specified in the Statement of Work or as agreed directly between the parties as the case may be, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.4 The Supplier reserves the right to amend the Order and/or Statement of Work if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Client in any such event.

3.5 The Client’s use of the Cloudbeds CRM Software in respect of marketing shall be limited to its use in connection with the supply and the provision of e-marketing services only. The Client is strictly prohibited from using the Cloudbeds CRM Software for any other marketing purpose, including for sales advertisement purposes, or any marketing purpose that would constitute unlawful use and render the Client in breach of these Conditions. In the instance that it comes to the attention of the Supplier that the Client is, or has been, using the Cloudbeds CRM Software in any manner that is strictly prohibited by this clause 3.5, the Supplier reserves the right to terminate the Contract with immediate effect in accordance with clause 12.5(b) and the provisions of clause 12.6 will apply.

3.6 The Supplier will explore and propose new technology, management and operational developments, improvements and trends which may improve the Client’s standard of performance or the effectiveness of its advertising and marketing strategies. The Supplier warrants and undertakes to the Client that the Services will be provided using reasonable care and skill, however the results achieved through the Client’s use of the Cloudbeds CRM Software and the Services rendered are entirely dependent upon the accuracy and quality of the Client Materials and information provided by the Client to the Supplier.

3.7 The Client accepts responsibility for ensuring the accuracy of the Client Materials provided and acknowledges that the value and output of the Services received is dependent upon the quality of the Client Materials provided. In no circumstances will the Supplier review the accuracy or appropriateness of the Client Materials.

3.8 From time to time, the Cloudbeds CRM Software and the Services may be delayed or inaccessible due to scheduled maintenance upgrades and improvements undertaken to the Cloudbeds CRM Software by the Supplier, subject to a maximum downtime of 24 hours per calendar month.

3.9 The Supplier reserves the right to use the Client Materials and data produced through its provision of the Services in an anonymised and aggregated form for development and software improvements in order to continuously improve its algorithms and predictions, and the Client grants the Supplier a licence to do so as set out in clause 4.9 below.

3.10 The Supplier reserves the right to update, change or remove contents and features contained within the Cloudbeds CRM Software from time to time. If the Client will be impacted by such changes, or the level or scope of the Services the Client expects to receive is altered, the Supplier will notify the Client at least 30 days before such changes are implemented.

3.11 The Client acknowledges and accepts that its use of the Cloudbeds CRM Software and the Supplier’s provision of the Services are dependent upon the Client having access to the internet. It is the responsibility of the Client to ensure that it has an adequate internet connection, and the Supplier accepts no liability for the Client’s inability to access the Cloudbeds CRM Software due to a poor and/or lack of internet connection or any other problems inherent with the use of the internet and electronic communications. In such circumstances no extension of the Initial Term, Renewal Term or a Trial Period as the case may be will be granted, and such period will continue to run despite the Client’s disturbance to its access to the Cloudbeds CRM Software.

3.12 The Supplier does not guarantee that the Cloudbeds CRM Software and/or the Services will be uninterrupted or that the Cloudbeds CRM Software and/or the Services will operate in combination with the Client’s own software, hardware and systems currently in place or that such use will meet the Client’s desired requirements or expectations. The Client is solely responsible for any content or software that it uploads or creates within the Cloudbeds CRM Software and the Supplier is not responsible for the security of any such content or software uploaded.

4. Licence for use of the Cloudbeds CRM Software

4.1 In consideration of the Charges to be paid by the Client to the Supplier, the Supplier grants to the Client a personal, non-exclusive, non-transferable, revocable licence, commencing on andincluding the Commencement Date of the Contract, to use the Cloudbeds CRM Softwarein connection with the provision of the Services until termination of the Contract howsoever caused.

4.2 In relation to scope of use:

(a) For the purposes of clause 4.1, use of the Cloudbeds CRM Software shall be restricted to use for the purpose of processing the Client’s data for normal business purposes of the Client (which shall not include allowing the use of the Cloudbeds CRM Software by, or for the benefit of, any person other than any employees of the Client).

(b) The Client may not use the Cloudbeds CRM Software other than as specified in clause 4.1 and clause 4.2(a) without the prior written consent of the Supplier, and the Client acknowledges that additional fees may be payable on any change of use approved by the Supplier.

(c) Except as expressly stated in this clause 4, the Client has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Cloudbeds CRM Software in whole or in part except to the extent that any reduction of the Cloudbeds CRM Software to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Cloudbeds CRM Software with the operation of other software or systems used by the Client, unless the Supplier is prepared to carry out such action at a reasonable commercial fee or has provided the information necessary to achieve such integration within a reasonable period, and the Client shall request the Supplier to carry out such action or to provide such information (and shall meet the Supplier’s reasonable costs in providing that information) before undertaking any such reduction.

4.3 The Client may not use any such information provided by the Supplier or obtained by the Client during any such reduction permitted under clause 4.2(c) to create any software whose expression is substantially similar to that of the Cloudbeds CRM Software nor use such information in any manner which would be restricted by any copyright subsisting in it.

4.4 The Client shall not:

(a) sub-license, assign or novate the benefit or burden of the licence granted in clause 4.1 in whole or in part;

(b) allow the Cloudbeds CRM Software to become the subject of any charge, lien or encumbrance;or

(c) deal in any other manner with any or all of its rights and obligations under the Contract

without the prior written consent of the Supplier, such consent not to be unreasonably withheld or delayed.

4.5 The Supplier may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under the licence granted in clause4.1 without providing notice to the Client.

4.6 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

4.7 The Client shall:

(a) ensure that only the Client and its employees shall have access to and utilise the Cloudbeds CRM Software exclusively in connection with the provision of the Services and for internal business purposes only;

(b) notify the Supplier as soon as it becomes aware of any unauthorised use of the Cloudbeds CRM Software by any person;and

(c) pay, for broadening the scope of the licences granted under this licence to cover the unauthorised use, an amount equal to the fees which the Supplier would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced.

4.8 The Client hereby irrevocably licenses to the Supplier the use of, and the ability for the Supplier to display, the Client’s name, logo and domain name (as the case may be) on the Supplier’s website, advertising or other marketing materials including, without limitation, in printed or visual media on the internet for so long as the Client remains a client of the Supplier.

4.9 The Supplier will ensure that any copies of the Client’s name, logo or domain name will be exact copies used by the Client in its own materials, except to the extent it is necessary for the Supplier to resize the materials for the purposes or bringing any images in line with its marketing materials. The Client agrees to provide the Supplier with its most recent name, logo or domain name as the case may be, and as and when they may be amended from time to time.

4.10 The Client grants the Supplier a perpetual, worldwide, transferable, non-exclusive licence to reproduce, adapt, modify, translate, publish and create any Client Materials that are derived from the provision of the Services for the purposes of enabling the Supplier to provide the Services in accordance with the Contract, and to further develop, improve and market the Cloudbeds CRM Software and at all times subject to the confidentiality provisions outlined in clause 15.

5. Trial Services

5.1 If the Client has requested use of the Supplier’s Trial Services and the Supplier has granted this, the Contract shall come into effect on the first day that such Trial Services are activated for the Client’s use (the “Trial Service Activation Date”). The Trial Services will remain in effect for the duration of the Trial Period.

5.2 During the Trial Period, the Client acknowledges and accepts that it will be bound by the terms and conditions of the Contract throughout its use of the Trial Services. To the extent that the Client is permitted to enter its own Client Data and Client Materials during its use of the Trial Services, the Supplier shall not be responsible for any deletion, damage or loss of such Client Materials and/or Client Data and agrees and acknowledges that the Supplier will not retain any Client Materials and/or Client Data uploaded after termination of the Trial Period, the details of which will be deleted and the Client’s user account closed in the instance that the Client does not elect to obtain the Services in accordance with clause 5.3 below.

5.3 The Client acknowledges that at the end of the Trial Period, the Client’s access to the Trial Services will be automatically terminated, with or without notice, unless the Client elects to continue with the Services at which point the provision of clause 2 will apply and the Client will be required to complete an Order. The Client must notify the Supplier at least 2 Business Days prior to the end of the Trial Period if the Client wishes to continue with the Services beyond the initial Trial Period.

6. User accounts

6.1 The Client’s use of the Cloudbeds CRM Software requires it to create an account online via the Cloudbeds CRM application. The Client is responsible for the accuracy of the information provided and warrants that any such information so provided is true and accurate and will ensure that any account details are maintained confidentially and only disclosed to those employees of the Client who are required to access the account.

6.2 The Client shall take all reasonable measures to ensure the confidentiality of the access to its account including all usernames and passwords assigned to it on the Cloudbeds CRM Software, and shall be responsible for all activities undertaken on the Client’s account. In the event that the Client’s account is accessed without its consent, the Client must inform the Supplier as soon as reasonable practicable. The Supplier shall in no circumstances be liable for any loss of the Client’s data due to any third-party access obtained to the account, with or without the Client’s permission.

7. Client’s obligations

7.1 The Client shall:

(a) ensure that the terms of the Order, the Statement of Work and any information it provides and contained within it are complete and accurate;

(b) co-operate with the Supplier in all matters relating to the Services;

(c) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information and Client Materials are complete and accurate in all material respects;and

(d) obtain and maintain all necessary licences, permissions and consents (if any) which may be required for the Services before the date on which the Services are to start.

7.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or its employees including due to a poor and/or lack of internet connection and any other problems inherent with the use of the internet and electronic communications, or due to a failure by the Client to perform any relevant obligation (a “Client Default”) then:

(a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services at its sole discretion until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Supplier’s performance of any of its obligations;

(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 7.2; and

(c) the Client shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Client Default.

8. Charges and payment

8.1 The Charges for the Services shall be as set out in the Statement of Work. Such Charges shall be calculated on a project by project basisdependent upon the scope of the Services and features required through the Client’s use of the Cloudbeds CRM Software.

8.2 The Supplier shall invoice the Client (in full or in part) immediately prior to the Commencement Date of the Contract, such payment terms will be agreed directly between the parties and set out in the Statement of Work.

8.3 The Client shall pay each invoice submitted by the Supplier:

(a) within 30 days of the date of the invoice; and

(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and

time for payment shall be of the essence of the Contract.

8.4 In the event that the Client disputes any invoice raised by the Supplier, whether in whole or in part, the Supplier must be notified in writing in accordance with the provisions outlined in clause 19 within 7 days from receipt by the Client of the Supplier’s invoice, after which the Client shall be deemed to have accepted the invoice and shall not be entitled to dispute the invoice and any Charges payable.

8.5 All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Client, the Client shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

8.6 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8.7 In the event that the Client unlawfully terminates the Contract or the Supplier terminates the Contract pursuant to clause 11.5 or clause 12.5, the Client will (without prejudice to the Supplier’s other rights under the Contract) immediately pay to the Supplier, by way of compensation for the termination of the Contract and as a pre-estimate of the Supplier’s loss, all Charges which would, but for the termination, have become due and payable from the date of termination up to completion of the Initial Term or Renewal Term as the case may be.

8.8 The Supplier reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date on providing 45 days’ written notice to the Client prior to the expiry of the Initial Term or any Renewal Term as the case may be.

9. Intellectual Property Rights

9.1 The Client acknowledges that all Intellectual Property Rights in the Cloudbeds CRM Software and any other documentation and/or materials provided by the Supplier to the Client shall belong to the Supplier, and the Client shall have no rights in or to the Cloudbeds CRM Software other than the right to use it in accordance with the terms of the Contract. The Terms confer no title of ownership in the Services, other than in the products you purchase, and are not a sale of any rights in the Services, including any intellectual property rights related thereto.

9.2 WARRANTY. Company warrants that the Services and all elements thereof do not infringe the intellectual property rights of any third party and agree to hold you harmless and indemnify you with respect to any final judgment obtained by a third party based on a claim that the Services infringe on the intellectual property rights of such third party.

9.3 Company does not tolerate content that appears to infringe any copyright or other intellectual property rights or otherwise violates these Terms and will respond to notices of alleged copyright infringement that comply with the law and are properly provided to us. Such notices can be reported by contacting us at the address below. We reserve the right to delete or disable content alleged to violate these Terms and to terminate repeat infringers. Our contact information for notice of alleged copyright infringement is:

Digital Arbitrage, Inc.

3033 Fifth Ave Ste 100

9.4 San Diego, CA 92103For the avoidance of doubt,clause9.2 shall not apply where the Claim in question is attributable to possession or use of the Cloudbeds CRM Software (or any part thereof) by the Client other than in accordance with the terms of the Contract, use of the Cloudbeds CRM Software in combination with any hardware or software not supplied or specified by the Supplier if the infringement would have been avoided by the use of the Cloudbeds CRM Software not so combined, or use of a non-current release of the Cloudbeds CRM Software.

9.5 If any third party makes a Claim, or notifies an intention to make a Claim against the Client, each party’s obligations under clause 9.2 are conditional on the other party:

(a) as soon as reasonably practicable, giving written notice of the Claim to the other party, specifying the nature of the Claim in reasonable detail;

(b) not making any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the other party (such consent not to be unreasonably conditioned, withheld or delayed);

(c) giving the other party and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the other party, so as to enable that party and its professional advisers to examine them and to take copies (at the other’s expense) for the purpose of assessing the Claim; and

(d) subject to the other party providing security to the party subject to the Claim to the relevant party’s satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, taking such action as the other party may reasonably request to avoid, dispute, compromise or defend the Claim.

9.6 If any Claim is made against the Client, or in the Supplier’s reasonable opinion is likely to be made, it may at its sole option and expense:

(a) procure for the Client the right to continue to use the Cloudbeds CRM Software (or any part thereof) in accordance with the terms of the Contract;

(b) modify the Cloudbeds CRM Software so that it ceases to be infringing;

(c) replace the Cloudbeds CRM Software with non-infringing software; or

(d) terminate the Contract immediately by notice in writing to the Client and refund any of the Charges paid by the Client as at the date of termination (less a reasonable sum in respect of the Client’s use of the Cloudbeds CRM Software to the date of termination) on return of the Cloudbeds CRM Software and all copies thereof,

provided that if the Supplier modifies or replaces the Cloudbeds CRM Software, the modified or replacement Cloudbeds CRM Software must enable the Supplier to comply with the warranty contained in clause 3.3 and the Client shall have the same rights in respect thereof as it would have had, had the references to the date of the Contract been references to the date on which such modification or replacement was made.

9.7 If a Claim is made against the Supplier in respect of any email marketing services provided by the Supplier on behalf of the Client when processing its Client Data or Client Materials that alleges a breach of a third party’s Intellectual Property Rights or under and in accordance with any Data Protection Legislation, the Client agrees to indemnify the Supplier in accordance with clause 9.2.

9.8 Notwithstanding any other provision in the Contract, clause 9.2 shall not apply to the extent that any claim or action referred to in that clause arises directly or indirectly through the possession or use of any third-party software or through the breach of any third-party additional terms by theClient.

9.9 For the avoidance of doubt, the Supplier acknowledges that all Intellectual Property Rights in the Client Materials provided and produce by the Client remain belonging to the Client and the Client grants the Supplier a perpetual licence to use such Client Materials as set out in clause 4.10.

9.10 This clause 9 constitutes the Client’s exclusive remedy and the Supplier’s only liability in respect of Claims and, for the avoidance of doubt, is subject to clause 11 .

10. Data protection

10.1 When you become a customer of Company, you are eligible to enter into a Data Protection Addendum (“DPA”) with Company. The DPA is posted at https://myfrontdesk.cloudbeds.com/hc/en-us/articles/360004599594-Cloudbeds-Data-Processing-Agreement. It sets forth the obligations of the parties with respect to the General Data Protection Regulation (“GDPR”) enacted in Europe and made enforceable beginning May 25, 2018. Adopting the DPA allows for the processing of personal data of European data subjects by companies outside the EU. You must follow the directions set forth in the DPA to make it effective between you and Company.The parties acknowledge that for the purposes of the Data Protection,, the Client is the controller and the Supplier is the processor.

10.2 Without prejudice to the generality of clause 10.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of any Client Data to the Cloudbeds CRM Software and the Supplier for the duration and purposes of the Contract.

10.3 Without prejudice to the generality of clause 10.1, the Supplier shall, in relation to any Client Data processed in connection with the performance by the Supplier of the Services, in particular in relation to any email marketing services undertaken via the Supplier:

(a) process that Client Data only on the documented written instructions of the Client unless the Supplier is required by Applicable Laws to otherwise process that personal data. Where the Supplier is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Supplier shall promptly notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Client;

(b) ensure that all personnel who have access to and/or process the Client Data via the Cloudbeds CRM Software are obliged to keep the personal data confidential;

(c) not transfer any Client Data outside of the European Economic Area unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:

(i) the Client or the Supplier has provided appropriate safeguards in relation to the transfer;

(ii) the data subject has enforceable rights and effective legal remedies;

(iii) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

(iv) the Supplier complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the personal data;

(d) notify the Client without undue delay on becoming aware of a personal data breach of the Client Data;and

(e) at the written direction of the Client, delete or return personal data and copies thereof to the Client Data that may be stored on the Cloudbeds CRM Software on termination of the Contract unless required by Applicable Law to store the Client Data.

10.4 The Client must ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting the Client Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it). The Supplier will in no circumstances be liable for the loss of any Client Data through the Cloudbeds CRM Software and the Client must maintain its own security measures on its computer hardware.

10.5 The Supplier may, at any time on not less than 30 days’ notice to the Client, revise this clause 10 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).

11. Limitation of liability

In no event will company, its suppliers, shareholders, officers, employees or agents be liable for any lost profits, indirect, incidental, special, punitive or consequential damages, including damages arising out of this agreement or the use of or reliance upon the services or products, even if it has been advised of the possibility of such damages. Under no circumstances will company’s total liability of any kind arising out of or related to this agreement and use of the services (including but not limited to warranty claims), regardless of the forum and regardless of whether any action or claim is based on contract, tort, or otherwise, exceed the amount paid by you during the 12-month period prior to such claim arising. The parties agree that this section shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties. Because some jurisdictions may not allow the exclusion or limitation of consequential or incidental damages, such limitations may not apply.

12. Termination

12.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 30 days’ written noticeprior to the expiry of the then Initial Term or Renewal Term as the case may be and as confirmed in clause 2.3.

12.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;

(b) the other party commits a material breach of any other term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

(c) = Either party may terminate any or all Orders upon written notice to the other if the other party is adjudicated as bankrupt or if a petition in bankruptcy is filed by or against the other party (and such petition is not dismissed within 30 calendar days) or if the other party makes an assignment for the benefit of creditors or an arrangement pursuant to any bankruptcy act or insolvency laws.

(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(f) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;

(g) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;

(h) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(i) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;

(j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.2(c) to clause 13.2(i) (inclusive);or

(k) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

12.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

12.4 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

12.5 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Client if:

(a) the Client fails to pay any amount due under the Contract on the due date for payment;

(b) the Client uses the Cloudbeds CRM Software for purposes that are strictly prohibited as set out in clause 3.5; or

(c) there is a change of Control of the Client.

12.6 On termination for any reason:

(a) all rights granted to the Client under the Contract and its access to the Cloudbeds CRM Software shall cease with immediate effect;

(b) the Client shall cease all activities authorised by the Contract in accordance with these Conditions;

(c) the Client shall immediately pay to the Supplier any Charges due to the Supplier under the Contract and that may be outstanding at the date of termination;

(d) the Client shall immediately destroy or return to the Supplier (at the Supplier’s option) all copies of the Cloudbeds CRM Software then in its possession, custody or control and, in the case of destruction, certify to the Supplier that it has done so; and

(e) the Supplier shall destroy any information stored in the Cloudbeds CRM Software by the Client and revoke the Client’s access to its user account.

13. Force majeure

14. Company will not be liable for or be considered to be in breach of or default under the Terms on account of, any delay or failure to perform as required by the Terms as a result of any cause or condition beyond Company’s reasonable control.Assignment and other dealings

(a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

(b) The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations underthe Contract.

15. Confidentiality

15.1 Each party shall, during the term of the Contract and thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of this licence) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any, information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this licence, or subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information.

15.2 No party shall make, or permit any person to make, any public announcement concerning the Contract without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

16. Entire agreement

(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

(c) Nothing in this clause shall limit or exclude any liability for fraud.

17. Waiver. No waiver of any provision of the Terms shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. Failure to enforce any provision of the Terms shall not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision.

18. Severance. If any provision of the Terms shall be invalid or unenforceable in any respect for any reason, the validity and enforceability of any such provision in any other respect and of the remaining provisions of the terms shall not be impaired. The Terms shall be binding on and inure to the benefit of the parties and their heirs, personal representatives, successors, and assigns.

19. Communications

20. When you visit the Website or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Any comments, materials, or letters sent by you to Company, including, without limitation, questions, comments, suggestions, criticisms or the like (“Received Materials”), may be deemed by Company to be non-confidential and free of any claims of proprietary or personal rights. Company shall have no obligation of any kind with respect to such Received Materials and Company will be free to reproduce, use, disclose, exhibit, display, transform, edit, abridge, create derivative works from and/or distribute the Received Materials without limitation or restriction. Furthermore, Company is free to use any ideas, concepts, know-how, or techniques contained in any communication you send to Company for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products using such information or ideas, without compensation or any other obligations to anyone, including you. You agree that any information you receive from Company related to Company’s operations, plans, customers, methods, business, finances, procedures, and other information that would reasonably be considered confidential shall be considered Confidential Information and that you will not disclose any Confidential Information to third parties during the term of this Agreement and for a period of five years after its expiration.16. NO THIRD-PARTY BENEFICIARIES. Nothing in the Terms, express or implied, is intended to confer on any person, other than the parties to the Terms, any right or remedy of any nature whatsoever.ENTIRE AGREEMENT; AMENDMENT. The Terms are a binding contract and constitute the entire agreement and understanding of the parties, whether oral or written, relating to the subject matter hereof; are intended as the parties’ final expression and complete and exclusive statement of the terms hereof, superseding all prior or contemporaneous agreements, representations, communications, and understandings, whether written or oral; and may be amended or modified only by an instrument in writing signed by both parties.GOVERNING LAW AND JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to the United Nations Convention on the International Sales of Goods. The Parties hereby submit to the exclusive jurisdiction of the state and federal courts located in the State of California.