TERMS OF USE

IMPORTANT: READ CAREFULLY

By accessing or using this web site, you accept these Terms of Use.
This is a legal agreement (the "Agreement") between you and Proactive Technologies, LLC ("Proactech") dba "Web-Res.com".

(Last Modified 1/28/2010)
 

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 provided through the "Links and Buttons" menu chioice on the administration interface

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% (1% if hosting with web-res.com) 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 You understand that if payment is not made as required, that the right to use the site may be withdrawn without further notice to you.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.