1.
RIGHTS. ProacTech grants you a non-transferable, non-exclusive license
to access this web site and to create, maintain, view and download your
company's information contained at this web site (collectively, the
"Site"), for your commercial use, subject to your ongoing compliance
with all terms of this Agreement.
You may
place links on your website to connect your customers to the Site and
allow your customers to make reservations. These links must conform
to the instructions which will be delivered to you by email for each
location at which you offer accomodation (including, but not limited
to, Hotels, Condominiums, Bed and Breakfasts, Inns and single family
homes or multiple occupancy dwellings).
2.
LICENSE AND TRANSACTION FEES. ProacTech charges no license
fee for the use of this site to create and maintain your company
and vacation property information. After a 30-day trial use period
following the date of your sign-up for the service, ProacTech
will charge you a transaction fee for each reservation made through
the site. This transaction fee will be 3% of the total value of
the accomodation reserved through the site, excluding accomodation
taxes you pay to county or state. The total value, excluding taxes,
is calculated by the ProacTech software based on the rate information
posted by you on the site. This fee will be billed to you on a
monthly basis at the address you submit on your signup form. You
agree to pay this amount in full within 14 days. You understand
that if payment is not made as required, that the right to use
the site may be withdrawn without further notice to you. ProacTech
may vary the transaction fee at any time upon 30 days notice.
If you
cancel a reservation through the site before the billing period ends,
you will not be billed for the reservation. Cancelling a reservation
makes the accomodation available for booking again through the site.
In the event of later cancellation, or a no-show you may request
a credit against future reservation commissions by email or in writing.
You agree to act in good faith and not abuse these cancellation or
no-show provisions. Failure to act in good faith could result in
withdrawal of your right to use the site.
3.
RESPONSIBILITIES.
You agree to be responsible for all access to this Site by your equipment
or account, whether by you or others. You are also solely responsible
for providing and maintaining all equipment, software and services needed
to access and use the Site. You agree not to use the Site for any unlawful
purpose. You agree not to rent, retransmit, disclose, publish, sell,
assign, lease, sublicense, market, or transfer the Site or use it in
any manner not expressly authorized by this Agreement. You agree not
to copy, reverse engineer, translate, port, modify or make derivative
works of the Site. You agree not to use the Site to operate a service
bureau or for any other use involving the processing of data of other
persons or entities. You do not receive any, and ProacTech retains all,
ownership rights in the Site.
You accept
responsibility for the accuracy of all company and vacation rental information
posted on the site which is under your control.
You accept
responsibility for maintaining the security of your account username
and password and ensuring this does no become known to person's unauthorized
by you.
4.
EXCLUSION OF WARRANTY, LIABILITY. The Site is provided to you on
an "AS IS" and "WITH ALL FAULTS" basis. You assume the entire risk of
loss in using the Site. Due to its large size and complexity, the Site
may contain inaccuracies, omissions, errors or other defects. ProacTech
and its suppliers do not warrant that the Site will meet your needs
or expectations, that the Site will be error free or uninterrupted,
that errors can or will be corrected, that the Site is reliable or timely,
or that any information on the Site will provide any particular results
or usefulness. ProacTech and its suppliers reserve the right to make
changes and improvements to, or discontinue, the Site or any part thereof.
Further, ProacTech does not represent that the Site is appropriate or
authorized for use in all countries, states, counties or other jurisdictions;
accordingly, you are responsible for compliance with all applicable
laws in accessing the Site.
PROACTECH
AND ITS SUPPLIERS MAKE AND YOU RECEIVE NO WARRANTY, WHETHER EXPRESS
OR IMPLIED, AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY EXCLUDED
AND DISCLAIMED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY,
TITLE, NON-INFRINGEMENT, AND FITNESS FOR ANY PARTICULAR PURPOSE.
IN NO
EVENT SHALL PROACTECH OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES, CLAIM
OR LOSS INCURRED BY YOU (INCLUDING WITHOUT LIMITATION COMPENSATORY,
INCIDENTAL, DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES,
LOST PROFITS, LOST SALES OR BUSINESS, EXPENDITURES, INVESTMENTS, OR
COMMITMENTS, LOSS OF ANY GOODWILL, OR DAMAGES RESULTING FROM LOST, DAMAGED
OR MISAPPROPRIATED DATA, INABILITY TO USE DATA, DELAYS, INTERRUPTIONS,
OR COMPUTER VIRUSES), IRRESPECTIVE OF WHETHER PROACTECH OR ITS SUPPLIERS
HAVE BEEN INFORMED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE LIKELIHOOD
OF SUCH DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN
THE AGGREGATE INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, BREACH
OF WARRANTY, DEFAMATION, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION,
AND OTHER TORTS, AS WELL AS THIRD-PARTY CLAIMS. IF THE WARRANTY EXCLUSION
OR LIMITATION OF LIABILITY SET FORTH IN THIS AGREEMENT SHALL FOR ANY
REASON WHATSOEVER BE HELD UNENFORCEABLE OR INAPPLICABLE, USER AGREES
THAT PROACTECH AND ITS SUPPLIERS' LIABILITY SHALL NOT EXCEED $1 U.S.
Some states do not allow the exclusion or limitation of incidental or
consequential damages or the limitation of duration of an implied warranty,
so the limitation or exclusion herein may not apply to you. This warranty
shall not be applicable to the extent that any provision of this warranty
is prohibited by any federal law, or by any state or local law which
cannot be preempted. This warranty gives you specific legal rights,
and you may also have other rights which vary from state to state.
5.
SUBMITTED INFORMATION. You agree not to submit to the Site any information
that infringes upon or violates the privacy, rights, trademarks, copyrights
or other intellectual property rights of others, anything that is illegal,
defamatory, obscene, harassing, offensive, objectionable or sexually
explicit, that encourages a violation of the law, that contains a virus,
that is off-topic, or, without ProacTech's permission, that contains
any solicitation or advertising. You agree to indemnify, defend and
hold harmless ProacTech and its officers, directors, employees, shareholders
agents and assigns from any damages and costs, including without limitation
court costs and attorneys' fees, arising from your use of the Site.
By submitting information to the Site, you grant ProacTech the royalty-free,
perpetual, irrevocable, non-exclusive right to use, edit, copy, modify,
adapt, combine, incorporate, publish, publicly perform, translate and
distribute all or part thereof in any form and for any purpose whatsoever,
and you also permit other users of the Site to use that information
subject to the rules of the Site. ProacTech shall have the right, but
not be obligated to, monitor the Site to determine users' compliance
with this Agreement and applicable laws. ProacTech shall have the right
in its sole discretion to not publish or remove any submitted information.
6.
THIRD PARTY INFORMATION. The Site may contain information submitted
by third parties, including without limitation users and suppliers,
and may also contain links to third party sites. Those third parties
are solely responsible for the content, accuracy and originality of
the information they submit. ProacTech has no more control over such
third party content than does a public library, newsstand, or bookstore,
and ProacTech is not responsible for such third party content. ProacTech
does not evaluate or endorse any third party information. It is your
responsibility to evaluate all information provided on the Site, or
to obtain specific professional advice.
7.
COPYRIGHT, TRADEMARKS. This Site compilation and all portions
authored by ProacTech are Copyright © 2000-2007 Proactive
Technologies, LLC. All such rights and any other proprietary rights
thereto are reserved. Portions of the Site authored by third parties
who have licensed their material to ProacTech are owned by those
respective third parties. You agree not to alter or remove any
copyright notice or proprietary legend at the Site.
8.
MISCELLANEOUS. This is the exclusive and entire Agreement between
ProacTech and you regarding its subject matter. You may not assign any
part of this Agreement without ProacTech' prior written consent. This
Agreement shall be governed by the laws of Hawaii without reference
to choice of law principles. ProacTech may terminate or restrict your
use of the Site at any time without notice if ProacTech believes you
have not fully complied with this Agreement. Further, either party may
terminate this Agreement at any time without cause; upon termination
for any reason, all of your obligations under this Agreement shall continue,
except that you agree to no longer access or use the Site. You consent
to exclusive jurisdiction and venue in the courts of Hawaii for all
matters arising out of or related to this Agreement or the Site. You
understand that ProacTech may comply with law enforcement requests or
subpoenas regarding your use of the Site. ProacTech reserves the right
to modify the terms of this Agreement at any time by posting the new
terms on the Site, which modifications shall take place immediately.
No waiver by either party of any breach or default hereunder shall be
deemed to be a waiver of any prior or subsequent breach or default.
If any provision of this Agreement is declared invalid or unenforceable,
the remaining provisions of this Agreement shall remain in effect and
the invalid or unenforceable provision shall be replaced by a valid,
enforceable provision that effectuates the intent of the original provision.
ProacTech's suppliers, licensors, affiliates, subsidiaries, employees
and agents shall be third party beneficiaries of ProacTech's rights
under this Agreement. All rights not granted expressly by this Agreement
are reserved by ProacTech.
9.
COMMERCIAL COMPUTER SOFTWARE. All software and data on the Site
is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (Oct.
1995) consisting of "commercial computer software" and "commercial computer
documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995).
Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4
(June 1995), all U.S. Governmental users acquire the information with
only those license rights set forth herein. The Site and all portions
are Copyright © 2000 Proactive Technologies, LLC, Paia, Maui HI.
UNPUBLISHED. ALL RIGHTS RESERVED UNDER THE COPYRIGHT LAWS OF THE UNITED
STATES.
10.
Legal Authority. You represent and warrant that you have legal authority
to enter into this Agreement and use the Site pursuant to this Agreement,
and that the information you submit will be true and accurate.
11.
PRIVACY POLICY. ProacTech understands that the protection and security
of your account information, and any other information that is personally
identifiable, including information about your customers, is of utmost
importance. Personally identifying information from users is collected
only when the user fills out the reservation form, or in other site
locations when users knowingly submit such information to ProacTech.
ProacTech will treat your customers' information as your confidential
business information and will not contact your customers directly or
distribute your customers information to third parties in any way.
ProacTech
may send you emails regarding special offers available or other useful
information. If you do no wish to receive these emails, you may send
us an email asking not to receive emails.
This web
site does not use cookies but reserves the right to do so in the future
if the service provided to you and your customers may be improved as
a result of doing so. Cookies are information from the Site that is
stored on your hard drive and re-transmitted when you or your customers
access the web site. ProacTech undertakes to apply the same privacy
policy to cookie information as to all other information contained on
the site.