GENERAL TERMS & CONDITIONS

2. Account Registration and Use

2.1 Account Creation and Responsibilities

To access and use RevPal's services, customers must register and create an account, providing accurate, complete, and up-to-date information as required. Customers are responsible for maintaining the confidentiality of their account credentials and for all activities that occur under their account. RevPal reserves the right to suspend or terminate accounts that are found to be in violation of these Terms.

2.2 Restrictions and Acceptable Use

Customers agree not to:

• Reverse engineer, decompile, or otherwise attempt to discover the underlying code or algorithms of RevPal services or to use the services to create a competitive product.

• Modify, translate, or create derivative works from the RevPal service, except as explicitly permitted.

• Misuse RevPal's services in any manner that is illegal or harmful to any person or property.

• Attempt to gain unauthorized access to the service, disrupt any part of the service, or evade any usage restrictions.

• Infringe upon intellectual property rights, breach confidentiality, or transmit false or misleading information through the service.

2.3 Customer Obligations

Customers shall:

• Provide necessary cooperation and information to RevPal for the provision of services, including access to data and security configurations.

• Comply with all laws and regulations applicable to the use of RevPal's services.

• Secure all necessary licenses, consents, and permissions needed for RevPal to deliver the services effectively.

2.4 Grant of Rights

Upon full payment of fees, RevPal grants customers a non-exclusive, non-transferable, revocable right to:

• Access and use RevPal's products and services for internal business operations as per the agreed terms.

• Receive support and updates in accordance with RevPal's standard practices.

Ownership of all intellectual property rights in the RevPal products and services, including any modifications or updates, remains with RevPal.

2.5 Implementation and Cooperation

• Customers must provide reasonable assistance to RevPal to facilitate the provision of services, including implementation support.

• RevPal's ability to deliver its services is contingent upon the customer's cooperation; lack of such cooperation may affect the service quality without holding RevPal responsible.

3. Services and Pricing

3.1 Description of Services

RevPal provides a cloud-based analytics service focused on delivering critical insights into hotel revenue management through intuitive heatmap visualizations. Our service allows hoteliers to make informed decisions on room bookings, occupancy rates, and pricing strategies. The core of our offering includes subscription-based access to these heatmap analyses, delivered directly via user email, to facilitate easy and actionable revenue management decisions.

3.2 Modifications and Enhancements

RevPal is committed to the continuous improvement and updating of our services. While we strive to enhance the functionality and value of our services, we reserve the right to modify, update, or discontinue features at our discretion. Any changes made will aim to improve the service experience and will not materially affect the usability of the service without written consent from the customer.

3.3 Professional Services

Additional professional services, including personalized consultation or custom data analysis, may be offered as per specific agreements between RevPal and the customer. These services will be outlined in individual Statements of Work (SOW) and are not considered work-made-for-hire under this agreement.

3.4 Support Services

RevPal includes standard support services at no extra cost throughout the subscription term. These services are designed to assist customers in maximizing the value and utility of our heatmap visualizations and revenue management insights.

3.5 Trial Subscriptions

RevPal may offer trial subscriptions for a limited period, allowing potential customers to evaluate our services. These trials are subject to the terms here and may offer limited functionality. Upon the trial's expiration, unless a paid subscription is established, access to the services will terminate.

3.6 Beta Offerings

From time to time, RevPal may introduce beta services for customers to try. These are optional and may not include full functionality or the same level of support as our primary services. RevPal disclaims any liability related to the use of beta offerings.

3.7 Pricing

The core subscription service is priced per user email delivered. This fee includes access to our platform, standard support services, and the delivery of heatmap-based insights. For professional services or custom analytics solutions, pricing will be determined based on the scope of services outlined in the specific Statement of Work (SOW).

3.8 Payment Terms

Subscription fees are billed in advance and are non-refundable, except as specifically provided in these Terms. RevPal reserves the right to modify pricing upon renewal, with prior notice to the customer.

4. Data Protection and Privacy

4.1 Confidentiality

Both RevPal and the Customer commit to:

• Maintain the confidentiality of all confidential information received in connection with the services provided.

• Protect such confidential information with the same degree of care as used for their own confidential information, but in no case less than reasonable care.

• Use the confidential information solely for the purposes of executing their rights and obligations under this Agreement.

• Restrict disclosure of confidential information to employees, agents, or subcontractors who have a need to know for the purposes of this Agreement and who are bound by similar confidentiality obligations.

• Upon termination of this Agreement, return or destroy all materials containing confidential information, upon the other party's request.

4.2 Privacy & Security

RevPal is dedicated to safeguarding the confidentiality, integrity, and availability of the Customer Data and the services provided. RevPal will:

• Implement appropriate technical and organizational measures to secure Customer Data.

• Ensure compliance with applicable data protection laws in the processing and storage of Personal Data. For more details, refer to our Privacy Policy.

• Promptly address any physical or technical incidents to restore the integrity and availability of Customer Data.

4.3 Customer Data

Customer Data, excluding Personally Identifiable Information, is integral to the services provided by RevPal. The Customer grants RevPal:

• A non-exclusive, worldwide, royalty-free license to use Customer Data as necessary to perform obligations under this Agreement and as permitted by law.

• Ownership of Customer Data remains with the Customer, who is responsible for its legality, reliability, integrity, and quality.

• The Customer is responsible for ensuring that their data complies with all applicable laws and does not infringe on third-party rights.

4.4 Use of Aggregated and Anonymous Data

RevPal may use Customer Data and other information in an aggregated and anonymized form for:

• Enhancing and improving the services and for development purposes.

• Developing, publishing, and commercializing benchmarks and informational reports without identifying individual customers or disclosing Personally Identifiable Information.

4.5 Third-Party Interactions

Services may include access to or integration with third-party applications. These interactions are governed by agreements between the Customer and the third-party providers. RevPal disclaims any liability related to third-party applications, including their access and use of Customer Data.

5. Intellectual Property Rights

5.1 Definition of Intellectual Property Rights

In this section, "Intellectual Property Rights" refers to all patents, copyrights, design rights, trademarks, trade names, domain names, inventions, data rights, database rights, know-how, trade secrets, and any other forms of intellectual and industrial property rights, whether registered or unregistered. This includes all applications, renewals, extensions, and the right to apply for registration of such rights under the laws of any country.

5.2 Ownership of Intellectual Property

RevPal and its licensors retain ownership of all Intellectual Property Rights in relation to RevPal’s services, including but not limited to, the heatmap analytics, software, databases, trademarks, and any content provided as part of the services. The use of RevPal’s Intellectual Property Rights is only permitted as expressly authorized by this Agreement. Unauthorized use without prior written consent from RevPal is strictly prohibited.

5.3 Protection of Intellectual Property Rights

Customers are required to notify RevPal promptly of any unauthorized or improper use of RevPal’s Intellectual Property Rights that comes to their attention. Customers shall support RevPal in protecting these rights but shall not initiate legal proceedings without RevPal's express consent.

5.4 License to Customer Data

Customers grant RevPal a non-exclusive, worldwide, royalty-free license to use Customer Data to the extent necessary for RevPal to provide its services under this Agreement. The Customers warrant they own or have the right to grant this license regarding their Customer Data. This license will terminate automatically upon the termination of this Agreement.

5.5 Ownership of Developments

RevPal shall retain all rights, titles, and interests in any improvements, enhancements, or modifications made to its services, any technology developed in connection with the services, and all Intellectual Property Rights arising from the use of the services. This includes, without limitation, new features, functionality, or resources developed as a result of feedback, suggestions, or recommendations from Customers.

5.6 No Transfer of Intellectual Property Rights

Nothing in this Agreement shall transfer or assign any Intellectual Property Rights from RevPal to the Customer. The Customer also warrants that any data provided to RevPal will not infringe on the Intellectual Property Rights or other legal rights of any third party and will comply with all applicable laws and regulations.

6. Limitations of Use

6.1 Prohibited Uses

In utilizing RevPal's services, the Customer agrees not to engage in activities that:

• Reverse engineer, decompile, or otherwise attempt to discover the source code or underlying algorithms of any part of the services, or use the services to create a competing product or service.

• Modify, translate, or create derivative works from the service, except as expressly allowed by this Agreement.

• Resell, lease, sublicense, distribute, or otherwise make the services available to third parties not covered under the agreement, except as explicitly permitted herein.

• Use the services in any manner that is illegal or causes damage or injury to any person or property.

• Attempt to bypass any security measures, license controls, or other protections in place, or interfere with the operation of the services.

• Remove or obscure any proprietary notices on the services.

• Upload or transmit data or content that infringes on intellectual property rights, violates privacy rights, or is otherwise unlawful.

• Forge headers or manipulate identifiers to disguise the origin of any content transmitted through the service.

6.2 Customer Obligations

The Customer shall:

• Provide necessary cooperation and access to information as required for RevPal to deliver the services efficiently, including but not limited to customer data, security access, and configurations.

• Comply with all applicable laws and regulations regarding their use of RevPal's services.

• Secure all necessary licenses, consents, and permissions needed for RevPal to perform its obligations under this agreement.

6.3 Restrictions on Data Use

Customer acknowledges that RevPal retains the right to establish limits and create policies to manage the use of the services in order to maintain the performance and availability of the services for all customers. Such policies may include limitations on data storage, processing bandwidth, and usage frequencies. Customers will be notified of any such policies and agree to comply with them as part of this agreement.

always, it's advisable to have this section (and the entire agreement) reviewed by legal counsel to ensure it's enforceable and aligned with your company's risk management strategies.

7. Payment Terms

7.1 Fees and Invoicing

RevPal shall invoice the Customer for the subscription fees as agreed upon in the Service Agreement or any other ordering document that references these terms and conditions. These fees are billed in advance and are based on the subscription plan chosen by the Customer, including any additional services or data analytics packages selected.

• Initial Payment: Upon mutual execution of the Agreement, RevPal will invoice the Customer for the subscription fees corresponding to the initial term of the subscription, commencing on the effective date of the Agreement.

• Renewal: Unless otherwise agreed, subscription fees for any renewal term will be invoiced prior to the commencement of such term.

7.2 Payment Terms

• Due Date: Invoices are payable within 15 days of the invoice date, unless otherwise specified in the ordering document.

• Late Payment: If any invoiced amount is not received by RevPal by the due date, then without limiting RevPal's rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.

• Disputes: If the Customer believes RevPal has billed them incorrectly, they must contact RevPal no later than 60 days after the closing date on the first billing statement in which the error or problem appeared to receive an adjustment or credit.

7.3 Taxes

The fees stated do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). The Customer is responsible for paying all Taxes associated with their purchases hereunder. If RevPal has the legal obligation to pay or collect Taxes for which the Customer is responsible, RevPal will invoice the Customer and the Customer will pay that amount unless they provide RevPal with a valid tax exemption certificate authorized by the appropriate taxing authority.

7.4 Payment Method

• Credit Card Payments: If the Customer opts for payment by credit card, RevPal will process such payments through a secure third-party payment gateway. The Customer authorizes RevPal to charge the subscription fees to the provided credit card on a recurring basis until the termination of the Agreement.

• Bank Transfers and Other Payment Methods: For customers choosing not to pay by credit card, payment via bank transfer or other agreed-upon payment methods must be received by RevPal within the specified payment term.

7.5 Price Adjustments

RevPal reserves the right to adjust the price of subscription fees or any other fees associated with the use of its services at the beginning of each renewal term. Such adjustments will be communicated to the Customer at least 30 days prior to the end of the current term.

8. Termination of Service

8.1 Subscription Term and Renewal

• Initial Term: The subscription term commences on the effective date of the Service Agreement and continues for the period agreed upon in the ordering document, unless terminated earlier as provided herein.

• Renewal: Unless either party gives the other notice of non-renewal at least 30 days before the end of the current term, the subscription will automatically renew for additional terms equal in duration to the initial term at RevPal's then-current fees.

8.2 Termination for Cause

• By Either Party: Either party may terminate this Agreement upon written notice if the other party materially breaches any of the terms of this Agreement and fails to cure such breach within 30 days after receiving written notice of the breach.

• By RevPal: RevPal may also terminate this Agreement immediately upon written notice if the Customer becomes insolvent, files for bankruptcy, or otherwise ceases business operations.

8.3 Termination for Convenience

RevPal reserves the right to terminate the Agreement for any reason upon providing 60 days written notice to the Customer. In such an event, RevPal will refund any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination.

8.4 Effects of Termination

• Access to Service: Upon termination or expiration of this Agreement, the Customer’s right to access and use the RevPal services will immediately cease.

• Customer Data: RevPal will make all Customer Data available to the Customer for electronic retrieval for a period of thirty (30) days after the effective date of termination. After this 30-day period, RevPal will delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control, unless legally prohibited.

• Payment Obligations: The Customer will be responsible for paying any outstanding balance owed to RevPal. Termination or expiration of this Agreement does not relieve the Customer of the obligation to pay any fees accrued or payable to RevPal prior to the last day on which the services were provided.

8.5 Survival

Sections pertaining to payment obligations, intellectual property rights, confidentiality, indemnification, limitations of liability, and any other provisions which by their nature should reasonably survive, will remain in effect after the termination or expiration of this Agreement.

9. Disclaimers and Limitations of Liability

9.1 Service "As Is"

RevPal provides its heatmap analytics and related services on an "as is" and "as available" basis. While we strive for accuracy and reliability in the data and insights we deliver, RevPal does not guarantee that the service will always be secure, error-free, or operate without interruption. RevPal disclaims all warranties, express or implied, including any warranties of accuracy, non-infringement, merchantability, and fitness for a particular purpose.

9.2 Customer Responsibility

The Customer acknowledges that RevPal's services are designed to complement, not replace, their internal decision-making processes. As such, the Customer is solely responsible for the conclusions drawn from and actions taken based on the use of RevPal's services. RevPal will not be liable for any decision made or action taken in reliance on the information provided through its services.

9.3 Limitation of Liability

To the fullest extent permitted by law, RevPal shall not be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses, that result from the use of, or inability to use, the service. Under no circumstances will RevPal be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the services or the information contained therein.

9.4 Liability Cap

RevPal's total liability to the Customer, for any claim arising out of or relating to these Terms or the services, in contract, tort, or otherwise, is limited to the amount paid by the Customer to RevPal within the 12 months immediately preceding the claim.

9.5 Exclusions

The limitations of liability set forth above do not purport to limit liability or alter the Customer's rights as a consumer that cannot be excluded under applicable law.

9.6 Third-Party Products and Services

RevPal may provide tools through the service that enable you to import or interact with data, information, or services from third parties. RevPal does not control, endorse, or adopt any third-party products or services and makes no representation or warranties of any kind regarding them, including with respect to their accuracy or completeness.

Tailoring the "Dispute Resolution" section to reflect RevPal's preference for resolving disputes in Malmö, Sweden, here's a suggested draft that outlines the process for addressing disagreements or legal issues arising from the service agreement.

10. Dispute Resolution

10.1 Effort to Resolve Disputes

RevPal and the Customer agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement directly through good-faith negotiations. This pre-litigation dispute resolution mechanism is a precondition to either party initiating a lawsuit or arbitration.

10.2 Mediation

If such disputes cannot be resolved through direct negotiations, the parties agree to endeavor to settle the dispute in an amicable manner by mediation, administered by the Swedish Chamber of Commerce in accordance with its Mediation Rules, before resorting to litigation.

10.3 Litigation

If the dispute cannot be settled through mediation within sixty (60) days after either party has made a request for mediation, then either party may bring a formal proceeding.

10.4 Jurisdiction and Venue

The parties agree that any disputes that are not resolved through the steps above shall be resolved by litigation in the courts of Malmö, Sweden. Both parties consent to the exclusive jurisdiction of these courts for the purpose of resolving any such disputes and waive any objection to the propriety or convenience of venue in such courts.

10.5 Governing Law

This Agreement and any disputes arising from or related to it will be governed by and construed in accordance with the laws of Sweden, without regard to its conflict of law principles.

For the section on amendments to the terms of service, it's crucial to establish a clear process by which RevPal can modify these terms and communicate these changes to its customers. Here's a draft that outlines this process:

11. Amendments to Terms

11.1 Right to Amend

RevPal reserves the right, at its sole discretion, to modify or replace any part of this Agreement at any time. Such modifications may be made to reflect changes to the law, new regulatory requirements, adjustments in the service offering, or any other reasons deemed necessary by RevPal to enhance service delivery and compliance.

11.2 Notice of Amendments

• Notification: Customers will be notified of any amendments to this Agreement through direct communication channels, such as email, or via a prominent notice on the RevPal service platform.

• Review Period: Customers will have a specified period from the date of the notice, not less than thirty (30) days, to review the changes before they become effective.

• Feedback: RevPal encourages feedback on any amendments proposed during this period and will consider all customer input in good faith.

11.3 Acceptance of Amendments

• Continued Use: The continued use of RevPal’s services after the amendment period has ended indicates the Customer’s acceptance of the modified terms. If the Customer disagrees with the revised terms, they have the right to discontinue using RevPal's services.

• Termination Rights: Customers who do not agree to the amended terms and wish to terminate their service agreement must notify RevPal before the amendments take effect to avoid being bound by the new terms.

11.4 Binding Effect

Once in effect, the amended terms will replace all previously agreed terms and conditions between RevPal and the Customer regarding the subject matter herein. Except for changes made under this process, no other amendment or modification to this Agreement will be effective unless in writing and signed by both parties.

For the "Contact Information" section, it's important to provide clear directions for customers on how to reach RevPal for support, questions about the service, or any concerns regarding the terms and conditions. Here’s a structured way to present this information, leaving a placeholder for the specific contact email:

12. Contact Information

For any questions, concerns, or comments regarding these Terms and Conditions, RevPal’s services, or your account, please reach out to us through the following channel:

Email Support:

To get in touch with our support team, send an email to johan@revenuesuperstar.com. We aim to respond to all inquiries within 48 hours.

Customer Support Hours

Our customer support team is available from 9:00 AM to 5:00 PM (Central European Time), Monday through Friday. We are closed on weekends and public holidays observed in Sweden.

Feedback

RevPal values your feedback. If you have suggestions on how we can improve our service or our Terms and Conditions, please email us. Your insights are crucial to our continuous improvement and customer satisfaction.