Last Modified: September 14, 2021
This INNsight ADA Tray Software as a Service Agreement ("Service
Agreement") is effective when Customer clicks to accept it
("Effective Date"), is by and between INNsight.com, a Delaware
Corporation, with offices located at 2445 Ocean Avenue, San Francisco, CA 94127
("Provider") and entity or person agreeing to them
("Customer"). If you are accepting on behalf of Customer, you
represent and warrant that (i) you have full legal authority to bind Customer to
this Agreement; (ii) you have read and understand this Agreement; and (iii) you
agree, on behalf of Customer, to this Agreement.
WHEREAS, Provider provides access to its software-as-a-service
offerings to its customers;
WHEREAS, Customer desires to access certain software-as-a-service
offerings described herein, and Provider desires to provide Customer access to such
offerings, subject to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and
conditions set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. DEFINITIONS
In addition to terms defined elsewhere in this Agreement, the following definitions
apply throughout this Agreement, unless a contrary definition appears elsewhere in
this Agreement:
“Provider" means INNsight.com, which can be reached at [email protected] or such other address as
set out in this Agreement.
“Customer" means INNkeeper, which can be reached at any such or
other address as set out in this Agreement.
"Customer Service" means the
customer service desk of INNsight.com, which can be reached at [email protected] or such other address as
set out in this Agreement.
"Effective Date" means the
date this Agreement is signed by the INNkeeper.
"Extranet" means the online
ADA Tray® management system which can be accessed by the Customer upon
user-authentication at my.ada-tray.com to manage accessibility information,
accessibility tools, images, and update information.
"Guest" means a person who has
booked accommodations at the INN through the Website.
"INN" means a place to stay,
including, but not limited to the following lodging accommodations and/or dining
facilities: motels, hotels, lodges, inns, bed and breakfasts, RV Parks, cabins,
apartments, houses, or vacation rental properties and restaurants, bars, taverns,
tap rooms, or wineries.
"INNkeeper" means the INN’s
owner, whether an individual or a business entity, on-site manager, or agent
responsible for the day-to-day operations of the INN.
"Intellectual Property Right"
means any patent, copyright, inventions, database rights, design right, registered
design, trade mark, trade name, brand, logos, service mark, know-how, utility model,
unregistered design or, where relevant, any application for any such right,
know-how, trade or business name, domain name or other similar right or obligation
whether registered or unregistered or other industrial or intellectual property
right subsisting in any territory or jurisdiction in the world.
"Website" means
www.ADA-Tray.com.
"Website" means the website(s)
of www.ada-tray.com and its affiliated companies and business partners on which the
product and service of INNsight.com are available.
"Software Product" means any
Software or Software that is provided by INNsight.com to the Customer or utilized in
connection with its Software-as-a-Service offerings to its customers.
2. Extranet: ADA Tray® Management System “ATMS"
INNsight.com will provide the Customer, in
accordance with subscription(s) executed with, a user ID and password that allows
the User to access the ATMS. The Customer shall safeguard and keep the user ID and
password confidential and safely stored and not disclose it to any person other than
those who need to have access to the Extranet. The Customer shall immediately notify
INNsight.com of any (suspected) security breach or improper use. INNsight.com will
not be responsible for any content generated by INNkeeper, its employees, or third
parties engaged by Customer. INNsight.com is not responsible and disclaims all
liability for any data privacy liability due to disclosure of Customer Data
including Customer private data, credit card information or other identifying
information associated therewith.
2.1 Customer Control and Responsibility.
Customer has and will retain sole responsibility for: (a) all Customer Data,
including its content (as defined in Section 3.2.1) and use; (b) all information,
instructions, and materials provided by or on behalf of Customer or any Authorized
User in connection with the Services; (c) Customer's information technology
infrastructure, including computers, software, databases, electronic systems
(including database management systems), and networks, whether operated directly by
Customer or through the use of third-party services ("Customer Systems"); (d) the
security and use of Customer's and its Authorized Users' Access Credentials; and (e)
all access to and use of the Services and Provider Materials directly or indirectly
by or through the Customer Systems or its or its Authorized Users' Access
Credentials, with or without Customer's knowledge or consent, including all results
obtained from, and all conclusions, decisions, and actions based on, such access or
use.
2.1.2 Access and Security. Customer shall
employ all physical, administrative, and technical controls, screening, and security
procedures and other safeguards necessary to: (a) securely administer the
distribution and use of all Access Credentials and protect against any unauthorized
access to or use of the Services; and (b) control the content and use of Customer
Data, including the uploading or other provision of Customer Data for Processing by
the Services.
2.2 Subscription Payment & Remittance for Subscriptions Service
2.2.1 INNsight.com shall invoice the Customer for the applicable subscription fee at
the end of the calendar month of service on the fifth (5th) day of the following
month.
2.2.2 Invoices shall be processed as follows:
(i) INNsight.com shall process invoices monthly and shall send a Subscription Fee
statement to the Customer via e-mail.
(ii) The Customer shall pay the monthly invoiced fees to INNsight.com within fifteen
(15) calendar days from the invoice date.
(iii) Payments shall be made by the INNkeeper directly to INNsight.com by credit
card or ACH (Automated Clearing House) to INNsight.com, Inc.
(iv) The Customer shall bear all costs charged by its banking institution for the
transfer of funds to INNsight.com.
2.2.3 In the event Customer is late with a Subscription payment, INNsight reserves
the right to: (1) claim interest at the rate of a twelve percent (12%) monthly
finance charge subject to the unpaid amount post 30 days within terms, (2) suspend
its service under the Agreement, (3) ask for a bank guarantee or other form of
financial security from the INNkeeper to restore its subscribed services.
3. INNSIGHT.COM RIGHTS AND OBLIGATIONS
3.1 Information License
3.1.1 The Customer hereby grants INNsight a non-exclusive, royalty free and worldwide
right and license (or sublicense as applicable) to:
(i) Use, reproduce, have reproduced, distribute, sublicense, communicate and make
available in any method and display those agreed upon elements of the Intellectual
Property Rights of the Customer as provided to INNsight by the Customer pursuant to
this Agreement and which are necessary for INNsight to exercise its rights and
perform its obligations under this Agreement;
(ii) Use, reproduce, have reproduced, distribute, sublicense, display and utilize
(including without limitation to publicly perform, modify, adapt, communicate,
reproduce, copy and make available to the public in any manner whatsoever) the
Customer Information.
4. ADA TRAY® HOSTING
4.1 Customer acknowledges that services may be temporarily unavailable for scheduled
maintenance or due to other causes beyond INNsight.com’s reasonable control, but
INNsight.com shall use reasonable efforts consistent with industry standards to
provide advance notice of any scheduled service disruptions and attempt to maintain
the highest levels of server uptime possible.
4.2 INNsight will inform Customer via email alert of any site outage within 24-hours
of such outage.
5. ADA Tray® PACKAGES
5.1 INNsight offers the ADA Tray® Powered by INNsight for
additional website accessibility features, as more fully described on ADA-Tray.com’s
website at www.ada-tray.com
(i) Customer acknowledges having reviewed this webpage and fully understands the
additional website accessibility features that ADA Tray® offers.
(ii) Customer agrees to allow INNsight to use cookies to collect website visitor
usage data of the ADA Tray®.
(iii) ADA Tray® increases INNkeeper website conformity to ADA, Section 508, and WCAG
2.1 Level AA Standards and other website accessibility standards.
(iv) ADA Tray® includes features that makes your website more perceivable, operable,
understandable and robust for individuals with visual, audio, and mobility
impairment and includes an on-screen reader built in will translate web content to
audio output.
((v) ADA Tray® includes a widget that offers keyboard accessible toggle
functionality.
(vi) Customer acknowledges that termination of the ADA Tray® may result if payment is
not received by INNsight or termination of ADA Tray® may result due to cause
including abuse of its systems and upon termination, widget can be disabled and will
no longer function as INNsight controls a 'kill switch' to this service.
(vii) Customer provides no guarantee of uptime or other timing issues associated with
the ADA Tray® and Customers software, website, or hardware.
(viii) Customer can cancel the ADA Tray® at any time.
(ix) Customer acknowledges that specific services may change from time to time and
that if the services change, INNsight will provide notification to Customer of such
changes to services provided under the various packages.
5.2 INNsight reserves the right to modify pricing, service and associated features of
any of these services at any time with notice to the Customer within 14 days of such
change either by posting on their website and/or an electronic or written means to
INNkeeper at any such address as set out in this Agreement.
6. THIRD PARTY TRANSACTION HANDLING
6.1 As a Marketing Engagement client of INNsight.com:
(i) INNkeeper may elect to have a Third Party Transaction Website handle all guest
reservation processing.
(ii) INNkeeper has received authorization from the Third Party Transaction Website to
accept guest reservation requests on behalf of its INN.
(iii) Consequently, the INNkeeper hereby authorizes the following Third Party
Transaction Website with its details as follows to accept Guest reservation
availability requests from its Hotel Website:
Third Party Transaction Website Information |
THIRD PARTY WEBSITE NAME:
|
WEBSITE LEGAL OWNER NAME:
|
INNkeeper has been provided permission by website owner
to connect standalone website Powered by INNsight
to interface with its website? |
YES
|
NO
|
|
THIRD PARTY WEBSITE PROPERTY SPECIFIC URL:
|
Table 1: Third Party Transaction Website Details
(iv) INNsight will follow the Application Programming Interface (API) requirements
for the Third Party Transaction Site to establish the connectivity between the Hotel
Website and the booking engine of the target Third Party.
a. If no interface exists nor is supported by the Third Party, INNsight will not be
responsible for providing any such proprietary software to enable such an interface.
b. The support of any availability and connectivity issues in the interchange and
exchange of data between the Hotel Website and the Third Party Transaction Site will
not be the responsibility of INNsight.
7. INNsight BOOKING ENGINE
7.1 INNkeeper can elect to use the INNsight Booking Engine, a proprietary booking
engine developed by INNsight and optimized for driving the conversion of website
visitors to accommodation reservations.
7.2 The INNsight Booking Engine currently charges Zero Commission on the sale of
accommodations online; however INNsight reserves the right to modify this rule with
appropriate notice to INNkeeper.
8. COMMISSION
8.1 INNkeeper shall pay no commission to INNsight as per this agreement INNkeeper has
elected to use a Third Party Transaction Website for reservation bookings OR is
using the INNsight Booking Engine, which is currently offered at Zero-Commissions.
8.2 Every one year anniversary from the effective date of this Agreement, INNkeeper
agrees that an agreed upon fixed fee and/or the agreed upon Commission percentage
fee can be changed at the discretion of INNsight.
8.3 INNsight shall provide Notice to the INNkeeper within 30 days prior to any change
in commission or fixed fee per month and/or an agreed upon percentage fee per
transaction.
8.4 INNkeeper shall be responsible in full for any API usage or transaction fees
levied by their contracted Third Party Transaction Site.
9. PRICING & PACKAGE SELECTION
9.1 INNkeeper shall be responsible for paying for the ADA Tray® products and services
as follows:
ADA Tray® Package: The cost for the Standalone ADA Tray®
Subscription Package is $19.99 per month.
9.2 The ADA Tray® services per month (see Section 9.1) are subject to change and
INNsight reserves the right to modify the cost for each subscription package with
appropriate notice to Customer.
10. PACKAGE SELECTION
10.1 INNkeeper has reviewed the above options provided by INNsight and selects the
following package: (Please check at least one package)
Standalone ADA Tray® Subscription Package at $19.99 per
month
11. TERM & TERMINATION
11.1 Unless otherwise agreed to in writing, this Agreement shall commence on the
Effective Date and be effective for one (1) year. This Agreement shall continue
thereafter indefinitely until terminated in writing by either Party.
11.2 Either Party may terminate this Agreement without providing notice and with
immediate effect in case of:
(i) A material breach by the non-terminating Party of any term of this Agreement
(e.g. excessive delay of subscription payment, insolvency, posting false or
misleading information on the Website; or
(ii) A bankruptcy filing by either Party.
12. EXISTING WEBSITE CONTENT
12.1 INNkeeper understands that any current website content will no longer be
accessible upon the wire on of their new website Powered by INNsight and it
is their responsibility to archive or retain any existing data on their current
server if they wish to retain such data for future use.
The current website is located at: http://www.___________________________________
13. TERM AND TERMINATION
13.1 Unless otherwise agreed to in writing, this Agreement shall commence on the
Effective Date and be effective for one (1) year. This Agreement shall continue
thereafter indefinitely until terminated in writing by either Party.
13.2 Either Party may terminate this Agreement without providing notice and with
immediate effect in case of:
(i) A material breach by the non-terminating Party of any term of this Agreement
(e.g. excessive delay of subscription payment, insolvency, posting false or
misleading information on the Website; or
(ii) A bankruptcy filing by either Party.
13.3 Term. This Agreement shall remain in effect until
Customer provides a termination notice, as provided below.
13.4 Termination. The Customer can terminate this Agreement
at any time. In the event INNkeeper would like to terminate the subscription package
selected below, the INNkeeper shall provide INNsight with written notice of
termination (“Termination Notice"), addressed to INNsight at its corporate office
via mail, fax or e-mail, at least thirty (30) days prior to the proposed termination
date.
13.5 Upon termination and save as set out otherwise, this Agreement shall absolutely
and entirely terminate with respect to the terminating Party and cease to have
effect without prejudice to other Party’s rights and remedies with respect to an
indemnification or a breach by the other, terminating, Party of this Agreement.
Sections 14, 15, 16 and 17 shall survive termination.
14. REPRESENTATIONS AND WARRANTIES
14.1 The Customer represents and warrants to INNsight.com that for the term of this
Agreement:
(i) The Customer has all necessary rights, power and authority to use, (sub)license
and have INNsight.com make available on the Website the Intellectual Property Rights
as set out or referred to in the INN Information made available on the Website;
(ii) The Customer holds and has all permits, licenses and other governmental
authorizations necessary for conducting, carrying out and continuing its operations
and business;
(iii) The Customer acknowledges they are solely responsible to complying with The
Americans with Disabilities Act (ADA).
(iv) While INNsight.com endeavors to follow Web Content Accessibility Guidelines
(WCAG), INNsight.com specifically disclaims any guarantee that the products and/or
services provided to Customer are in compliance with The Americans with Disabilities
Act (ADA) or any other accessibility laws that the Customer is subject to.
(v) The parties hereto further acknowledge that services and products are provided
‘as-is’ and ‘as available’ and INNsight.com disclaims all warranties, express or
implied, including but not limited to implied warranties of merchantability and
fitness for a particular purpose and non-infringement. In the event of a failure of
the product or INNsight.com services to Customer, INNsight.com will attempt to
resume services as quickly as possible with no additional charges to Customer.
(vi) INNsight.com will not be liable for lost profits, work interruption, or special,
or consequential damages resulting in whole or in part from errors, omissions, or
failures in its product or service.
15. INDEMNIFICATION AND LIABILITY
15.1 IN NO EVENT SHALL INNSIGHT.COM BE LIABLE FOR ANY CLAIMS AGAINST YOU BY ANY THIRD
PARTY RELATING TO ANY SOFTWARE OR YOUR USE OF ANY SOFTWARE, INCLUDING, WITHOUT
LIMITATION, ANY CLAIM OF INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS. IN NO
EVENT SHALL INNSIGHT.COM BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING, WITHOUT
LIMITATION, LOSS OF PROFITS, LOSS OF BUSINESS, BUSINESS INTERRUPTION,
NON-PERFORMANCE OF SOFTWARE PRODUCT, LOSS OF INFORMATION, DATA OMISSIONS OF THE
SOFTWARE or ANY SOFTWARE, DATA PRIVACY LIABILITY, PRIVATE CUSTOMER DATA LIABILITY,
THIRD PARTY CUSTOMER DATA LIABILITY, ERRORS IN DATA TRANSMISSION OF ANY SOFTWARE,
ERRORS IN TRANSMISSION OF RESERVATION INFORMATION, ANY IMPACT ON REVENUE, ANY
INCREASE OR DECREASE IN BUSINESS OR COMPANY PERFORMANCE, OR LOSS OF OTHER SOFTWARE,
WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING
NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, EVEN IF INNSIGHT.COM HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES COULD HAVE BEEN REASONABLY
FORESEEN. IN ADDITION, IN NO EVENT SHALL INNSIGHT.COM BE LIABLE FOR THE COST OF
PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. TO THE FULLEST EXTENT ALLOWABLE BY LAW,
INNSIGHT.COM’s TOTAL LIABILITY ON ALL CLAIMS, WHETHER IN CONTRACT, WARRANTY, TORT
(INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), STRICT LIABILITY, INDEMNITY,
CONTRIBUTION, OR OTHERWISE, SHALL NOT EXCEED FEES PAID FOR PRODUCTS AND SERVICES
UNDER THIS CONTRACT DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE SUCH CAUSE OF
ACTION AROSE.
15.2 Customer, Licensee, and Sub-licensee Representations, Warranties,
Disclaimers and Indemnification
(i) Customer, licensee, and sub-licensee hereby represents and warrants that (i) the
person signing this Agreement on its behalf has been properly authorized and
empowered to enter into this Agreement on behalf of Customer, licensee, and
sub-licensee and (ii) this Agreement is a valid and binding obligation of Customer,
licensee, and sub-licensee enforceable against it in accordance with the terms and
conditions hereof.
(ii) Customer, licensee, and sub-licensee agrees to defend, indemnify and hold
Provider, licensor harmless from and against any and all claims, demands,
liabilities, obligations, cost and expenses of any nature whatsoever arising out of
or based upon Customer, licensee, and sub-licensee use of the Software Product,
including, without limitation, any modifications, alterations, enhancements, brand
licensing terms, Intellectual Property Rights including misuse of trademarks,
copyrights, franchise brand licensing terms or marks etc. thereto, except for any
such claims, demands, liabilities, obligations, costs or expenses that are based
upon the gross negligence or intentional misconduct of Provider, licensor except for
any claims of infringement subject to Provider, licensor’s indemnification pursuant
to Section 15.3(iii) of this Agreement.
15.3 Provider, Licensor Representations, Warranties, Disclaimers and
Indemnification
(i) Provider, licensor warrants that (a.) the person signing this Agreement on its
behalf has been properly authorized and empowered to enter into this Agreement on
behalf of Provider, licensor, and (b.) this Agreement is a valid and binding
obligation of Provider, licensor enforceable against it in accordance with the terms
and conditions hereof.
(ii) Provider, licensor shall not be liable to Customer, licensee, sub-licensee (or
to any person claiming rights derived from Customer, licensee, and sub-licensee) for
incidental, consequential, indirect, special, punitive, or exemplary damages of any
kind, including, without limitation, lost profits, loss of business, or other
economic damage, and further including injury to property, as a result of
Customer’s, licensee’s, sub-Licensee’s use of the Software Product, Provider’s,
licensor’s, and sub-licensor’s services, or breach of any warranty or other term of
this agreement, regardless of whether Provider, licensor was advised, had reasons to
know, or in fact knew of the possibility thereof.
(iii) Provider, licensor shall indemnify and hold Customer, licensee, and
sub-licensee harmless from and against any damages, liabilities, costs and expenses,
including reasonable attorneys’ fees, arising from a claim against Customer,
licensee, and sub-licensee that the Software Product in the form delivered by
Provider, licensor infringes or misappropriates any copyright, United States patent,
trade secret or any other proprietary right of any third party, provided Provider,
licensor is given prompt written notice containing detailed information with regard
to any such claim, suit or proceeding. Customer, licensee, sub-licensee legal
counsel shall have the option to participate, at Customer’s, licensee’s, and
sub-licensee’s sole expense, in the defense of any such claim or action, and
Customer, licensee, and sub-licensee shall not settle any such claim or action
without Provider, licensor prior written consent. The foregoing represents the
entire warranty by Provider, licensor and the exclusive remedy of the Customer,
licensee, sub-licensee with regard to any claimed copyright, patent rights, trade
secrets, or other proprietary rights infringement arising out of or based upon the
Software Product used by Customer, licensee, sub-licensee.
(iv) The parties acknowledge and agree that the terms of this Agreement are based in
substantial part on the provisions of this Section relating to disclaimers of
warranties, limitations of remedies, limitations of liability and exclusions of
damages, and that such disclaimers, limitations, and exclusions are unrelated,
independent allocations of risk that form a material basis of this Agreement.
Accordingly, the parties agree that if any remedy hereunder is determined to have
failed of its essential purpose, all limitations of liability and exclusions of
damages set forth herein shall remain in full affect.
16. CONFIDENTIALITY
16.1 Parties understand and agree that in the performance of this Agreement, each
Party may have access to or may be exposed to, directly or indirectly, confidential
information of the other Party (the "Confidential Information").
Confidential Information includes Customer Data, transaction volume, marketing and
business plans, business, financial, technical, operational and such other
non-public information that either a disclosing party designates as being private or
confidential or of which a receiving party should reasonably know that it should be
treated as private and confidential.
16.2 Each Party agrees that: (a) all Confidential Information shall remain the
exclusive property of the disclosing party and receiving party shall not use any
Confidential Information for any purpose except in furtherance of this Agreement;
(b) it shall maintain, and shall use prudent methods to cause its employees,
officers, representatives, contracting parties and agents (the"Permitted
Persons") to maintain the confidentiality and secrecy of the
Confidential Information; (c) it shall disclose Confidential Information only to
those Permitted Persons who need to know such information in furtherance of this
Agreement; (d) it shall use prudent methods to ensure that the Permitted Persons do
not, copy, publish, disclose to others or use (other than pursuant to the terms
hereof) the Confidential Information; and (e) it shall return or destroy all hard
and soft copies of Confidential Information upon written request of the other Party.
16.3 Notwithstanding the foregoing, Confidential Information shall not include any
information to the extent it (i) is or becomes part of the public domain through no
act or omission on the part of the receiving party, (ii) is disclosed to the
receiving party by a third party having no obligation of confidentiality with
respect thereto, or (iii) is required to be disclosed pursuant to law, court order,
subpoena or governmental authority.
16.4 Parties shall use commercially reasonable efforts to safeguard the
confidentiality and privacy of Customer Data and to protect it from unauthorized use
or release.
16.5 No Modifications, Reverse Engineering. You may not (a) modify, port, adapt or
translate any portion of INNsight’s Services or Software; or (b) reverse engineer,
decompile, disassemble or otherwise attempt to discover the source code or any
portion of any Service or Software. If the laws of your jurisdiction give you the
right to decompile the Software to obtain information necessary to render the
licensed portions of the Services or Software interoperable with other software, you
must first request such information from us.
17. MISCELLANEOUS
17.1 Neither Party shall be entitled to assign, transfer, encumber any of its rights
and/or the obligations under this Agreement without the prior written consent of the
other Party, provided that INNsight.com may assign, transfer, encumber any of its
rights and/or the obligations under this Agreement, in whole or in part, or from
time to time, to an affiliated company without the prior written consent of the
Customer.
17.2 All notices and communications must be in English, in writing, and sent by
facsimile or nationally recognized overnight air courier to the applicable facsimile
number or address set out in the Agreement.
17.3 This Agreement including the appendixes which form an integral part of this
Agreement constitutes the entire agreement and understanding of the Parties with
respect to its subject matter and replaces and supersedes all prior agreements,
arrangements, offers, undertakings or statements regarding such subject matter
vis-à-vis the Customer).
17.4 If any provision of this Agreement is or becomes invalid or non-binding, the
Parties shall remain bound by all other provisions hereof. In that event, the
Parties shall replace the invalid or non- binding provision by provisions that are
valid and binding and that have, to the greatest extent possible, a similar effect
as the invalid or non-binding provision, given the contents and purpose of this
Agreement.
17.5 Save as set out otherwise in this Agreement, the laws of the State of California
shall exclusively govern this Agreement. If a dispute arises out of or relates to
this Agreement or its breach, the parties agree to resort to binding arbitration.
Any claim or controversy arising from this Agreement shall be settled by arbitration
in accordance with the Rules of the American Arbitration Association or Judicial
Arbitration and Mediation Service (“JAMS") at the election of the party filing the
claim in the County of San Francisco, State of California, and the judgment upon the
award rendered by the Arbitrator(s) may be entered in any court having jurisdiction.
In addition to a monetary award, the Arbitrator(s)’ shall have the power to order
any other applicable remedy. The parties shall have the right to discovery as
provided by California Code of Civil Procedure §1283.05. The prevailing party in the
arbitration may be awarded its reasonable attorneys’ fees and costs in the
discretion of the Arbitrator.
17.6 Parties agree and acknowledge that notwithstanding this Section, nothing in this
Agreement shall prevent or limit INNsight.com, Inc. in its right to bring or
initiate any action or proceeding or seek interim injunctive relief or specific
performance before or in any competent courts where the INN is established or
registered under the laws of the relevant jurisdiction where the INN is established
or registered and for this purpose, the INNkeeper waives its right to claim any
other jurisdiction or applicable law to which they might have a right.
18. NOTICE PROVISIONS
Notices pursuant to this Agreement shall be provided in writing via Certified Mail or
e-mail as follows:
“INNsight"
INNsight.com, Inc.
2445 Ocean Avenue
San Francisco, CA 94127
For any inquiries, please contact us at [email protected].
INNsight.com Subscription: |
INNsight.com ADA Tray® Standalone
Subscription
|
|
Electronic Signatures (eSign): Each party agrees that the
electronic signatures, whether digital or encrypted, of the parties
included in this Agreement are intended to authenticate this writing and
to have the same force and effect as manual signatures. Delivery of a
copy of this Agreement or any other document contemplated hereby bearing
an original or electronic signature by facsimile transmission (whether
directly from one facsimile device to another by means of a dial-up
connection or whether mediated by the worldwide web), by electronic mail
in portable document format (.pdf) form, or by any other electronic
means intended to preserve the original graphic and pictorial appearance
of a document, will have the same effect as physical delivery of the
paper document bearing an original or electronic signature. |