IMPORTANT. PLEASE READ. BY CLICKING THE “I agree to the terms of service” BUTTON OF THIS RESURVA TM (“RESURVA”) SERVICE AGREEMENT (THE “AGREEMENT”), YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE ORGANIZATION TO THE TERMS GOVERNING THE USE OF THE RESURVA WEB SERVICE (THE “SERVICE”). THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, THAT REGISTERS FOR OR USES THE SERVICE. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU CANNOT SUBMIT THE FORM TO CREATE YOUR ACCOUNT AND MAY NOT USE THE SERVICE.

RESURVA is made up of Web Sites and Web pages operated by OFFSHOOT INC. and of various products offered by OFFSHOOT INC. These web sites, web pages, products and services will be collectively referred to in this Agreement as “SERVICE”, “RESURVA”, or “www.resurva.com.” “You” means you, your organization, your employees, and anyone who has access to use your Service account. You must be at least eighteen (18) years of age to subscribe to and use any OFFSHOOT INC. service or product.

As part of the Service, OFFSHOOT INC. will provide you with use of Resurva, including a browser interface, data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement.

Charges and Payment of Fees

You will pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. You must provide OFFSHOOT INC. with valid credit card or purchase order information as a condition to signing up for the Service. You must also report and pay any applicable taxes. Purchase orders may be subject to credit approval. OFFSHOOT INC. charges and collects in advance for use of the Service. OFFSHOOT INC. will automatically renew and bill your credit card or issue an invoice to you as follows: (a) every month for monthly licenses, (b) every quarter for quarterly licenses, (c) upon the commencement of the initial term and then at each subsequent anniversary for annual licenses, or (d) quarterly or annually for annual subscriptions. The renewal charge will be equal to the then-current number of total licenses times the then-current license fee. Licenses added or subtracted during a billing period will be billed on a pro rata basis. Charges will be based on the number of licenses contracted for, whether or not such licenses are actively used. Fees for other services will be charged on an as-quoted basis. RESURVA reserves the right to change the fees, applicable charges and usage policies and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. For credit card payers, invoices will be generated at the start of a license or billing period and your credit card will be charged simultaneously. If paying by other means, invoices will be generated at the start of a license or billing period and approximately one month in advance of the start of any renewal or subsequent billing period and shall be due within 30 days. Your account will be considered delinquent (in arrears) if payment in full is not received by the license or billing period start date. You agree to provide RESURVA with complete and accurate billing and contact information. This information includes your legal name, street address, e-mail address, and name and telephone number of an authorized billing contact. You agree to update this information within 7 days of any change to it. If the contact information you have provided is false or fraudulent, RESURVA reserves the right to terminate your access to the Service in addition to any other legal remedies. Unless RESURVA in its discretion determines otherwise: (i) entities with a majority of members resident in the United States will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes (“U.S. Customers”); (ii) entities with a majority of members resident in Canada will be billed in Canadian dollars and subject to Canadian payment terms and pricing schemes (“Canadian Customers”); and (iii) all other entities will be billed in U.S. dollars, Euros or local currency and be subject to either U.S. or non-U.S. payment terms and pricing schemes at the discretion of RESURVA (“Non-U.S./Canada Customers”).If you believe that you have been incorrectly billed by RESURVA, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

Non-Payment

In addition to any other rights granted to RESURVA herein, RESURVA reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month (19.56% annually) on any outstanding balance, plus all expenses of collection, including legal fees on a substantial indemnity basis. You will continue to be charged for your licenses during any period of suspension. If you or RESURVA initiate termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that RESURVA may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.

Non-Transferable License

RESURVA grants to you a personal, non-exclusive, non-transferable, non-perpetual license to use and display the audio and visual information, documents, products and software contained in or made available through the Service (the “Content”) solely for your own internal business purposes. All rights not expressly granted herein by RESURVA to you are reserved by RESURVA and/or its licensors.

Restrictions

You are permitted to store, manipulate, analyze, reformat, print, and display the Content only for your internal band/business use. Unauthorized use, resale or commercial exploitation of the Service and/or the Content in any way is expressly prohibited. You shall not copy, license, sell, transfer, make available, distribute, or assign this license, the Service or the Content to any third party. You shall not create Internet “links” to the Service or “frame” or “mirror” any Content contained on, or accessible from, the Service on any other server or Internet-based device. You are advised to consult with your broker or other financial representative to verify pricing information prior to the execution of any security trade based upon the Content.

Third Party Interaction

In your use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. RESURVA and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party.

Links to Third Party Sites

RESURVA does not endorse any sites on the Internet which are linked through the Service. RESURVA is providing these links to you only as a matter of convenience, and in no event shall RESURVA or its licensors be responsible for any content, products, or other materials on or available from such sites.

Advertising

RESURVA may show third party advertising at their own discretion. Those advertisements may refer to RESURVA affiliates or may be paid advertising from third party vendors.

User Accounts

A user account is required to access the Service and may be accessed and used only by those authorized individuals who are registered with the RESURVA SERVICE. To open a user account, you or your organization/company must complete the registration process by providing RESURVA with current, complete and accurate information as prompted by the registration form. In registering for the Service, you and your organization/company’s users agree to submit accurate, current and complete information about you and your organization/company, and promptly update such information. Should RESURVA suspect that such information is untrue, inaccurate, not current or incomplete, RESURVA has the right to investigate, suspend or terminate your use of the Service. You must choose a personal, non-transferable password.

User Responsibilities

You are solely responsible for any and all activities that occur under your account and ensuring that you exit or log-off from your account at the end of each session of use. You shall notify RESURVA immediately of any unauthorized use of your password or account or any other breach of security that is known or suspected by you. You shall also use your best efforts to stop immediately any copying or distribution of Content that is known or suspected by you. RESURVA and its licensors shall not be responsible for (i) any unauthorized access to, or alteration of, your transmissions or data, or any material, information or data sent or received, regardless of whether the data is actually received by RESURVA, (ii) any transactions entered into through the Service, or (iii) any failure by you to abide by this Agreement.

Account Information and Data

RESURVA does not own any data, information or material that you submit to the Service (“Data”), unless we specifically tell you otherwise before you submit it. RESURVA will not monitor, edit, or disclose any information regarding you or your account, including any Data, without your prior permission except in accordance with this Agreement or as may be required by law. Please be aware that RESURVA does provide certain user registration and statistical information such as usage or user traffic patterns in aggregate form to third parties, but such information will not include personally identifying information and your IP address will not be transmitted with messages sent from your RESURVA account. RESURVA may access your account, including its Data, to respond to service or technical problems or as stated in this Agreement. You, not RESURVA, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Data, and RESURVA and its licensors shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data. Your 100 Free Boookings (a booking being a scheduled service within a defined time slot,) as part of the RESURVA free use trial will last for 90 days. If there are any bookings left in your account at 90 days, your account becomes deleted and inactive and the slug associted with your account becomes free for signup and reuse by any party.

Availability

RESURVA will use reasonable efforts to make the Service available 24 x 7 (twenty-four hours per day, seven days per week), except for planned maintenance periods. RESURVA reserves the right to perform maintenance of the Service as needed. RESURVA will use reasonable efforts to limit any unavailability of the Service due to maintenance to non-business hours and to give at least 24 hours notice of any such unavailability.

User Conduct

You agree to abide by all applicable laws, treaties and regulations in connection with the Service. In addition, without limitation, you agree not to use the Service or information from the Service to: (a) send unsolicited or unauthorized email, advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (b) harvest, spider, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (c) transmit through or post on the Service unlawful, immoral, libelous, abusive, harassing, tortuous, defamatory, threatening, harmful, invasive of another’s privacy, vulgar, obscene or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; (d) transmit any material that may infringe the intellectual property rights or other proprietary rights of third parties, including trademark, copyright, patent, trade secret, confidentiality or right of publicity; (e) transmit any material that contains software viruses or other harmful or deleterious computer code, files or programs such as trojan horses, worms, time bombs or cancelbots; (f) interfere with or disrupt the integrity of any data or computer-based information or any servers or networks connected to the Service or violate the regulations, policies or procedures of such networks; (g) attempt to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or any other means; or (h) harass or interfere with another user’s use and enjoyment of the Service.

Warranties

(A) RESURVA warrants that the service provided will perform substantially in accordance with the functions described in the ONLINE RESURVA help documentation under normal use and circumstances.(b) except as provided in subsection (a) above:(i) RESURVA and its licensors make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Service or any content;(ii) RESURVA and its licensors do not represent or warrant that (a) the use of the service will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (b) the service will meet your requirements or expectations, (c) any stored data will be accurate or reliable, (d) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your requirements or expectations, (e) errors or defects will be corrected, or (f) the service or the server(s) that make the service available are free of viruses or other harmful components;(iii) the service and all content is provided to you strictly on an “as is” basis; and (iv) all conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by RESURVA and its licensors.

Limitation of Liability

In no event shall either party’s aggregate liability exceed the amounts actually paid by and/or due from you in the twelve (12) month period immediately preceding the event giving rise to such claim. In no event shall either party and/or its licensors be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with this Service, including but not limited to the use or inability to use the Service, or for any content obtained from or through the Service, even if the party from which damages are being sought or such party’s licensors have been previously advised of the possibility of such damages.
In no event shall either party’s licensors be liable to anyone for any direct damages of any type or kind (including lost profits) or for any indirect, punitive, special, exemplary, or consequential damages (including lost profits), arising under this agreement or from performance thereunder based in contract, negligence, strict liability or otherwise, whether or not they had any knowledge, actual or constructive, that such damages might be incurred, or for any interruption, inaccuracy, error or omission, regardless of cause, in the content.

Termination/Reduction in Service Level

For monthly, quarterly or annual licenses, this Agreement is automatically renewable monthly, quarterly or annually, respectively, unless either party requests termination or a change in service level prior to the commencement of the next period. Either party may terminate this Agreement or reduce the level of service by notifying the other party in writing at least one month in advance of the termination date. You will be billed for the period from the date you initiate the termination/reduction up to and including the date one month following the date you initiated the termination/reduction at the service level prior to such termination/reduction. Upon termination/reduction, you will be granted a refund of any prepaid charges applicable to the period starting one month after our receipt of your written notice of the termination/reduction. For annual subscriptions, this Agreement commences upon the Start Date (as set forth in the Order Form), is non-cancelable, and, unless terminated for cause by RESURVA as set forth below, continues for the Initial Term set forth in the Order Form. This Agreement then will automatically renew for subsequent one (1) year terms at RESURVA’s then-current fees unless one party provides the other with written notice of its intent not to renew at least thirty (30) days prior to the end of the then-current term.

Termination for Cause

Any unauthorized access, use, copying, disclosure, distribution, or sublicensing by you or with your aid or consent of the Service or Content or any related methods, algorithms, techniques, or processes will be deemed a material breach of this Agreement. RESURVA in its sole discretion may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement.

Data Rights

RESURVA reserves the right to withhold, remove and/or discard Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Data immediately ceases, and RESURVA shall have no obligation to maintain any Data stored in your account or to forward any Data to you or any third party.