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Prologic First Subscription Terms

Prologic First India Private Limited, hereafter referred to as PFIPL, develops and internationally markets software solutions for the hospitality industry. PFIPL software solutions are offered both as licensed software for installation at end-user premises and as an online service from cloud server(s) paid for and managed by PFIPL. The scope and context of this Terms of Use is limited to end-users availing of PFIPL’s online or cloud services.

By Subscribing to the service, you agree to the following terms and conditions (the “ToU”) governing your use of PFIPL’s Online Service, including Offline components, if any

(Collectively, the “Service”). If you are entering into this ToU on behalf of a company, then you represent that you have the authority to make purchase decisions for the company and all references to you shall refer to your company.

PFIPL online services operate from remotely hosted servers over the world wide web by use of desktop or mobile devices and may include offline applications that operate over a local computer network while connecting and working with PFIPL’s online Service. These terms of use are intended to explain our obligations as a service provider and your obligations as a customer. Please read them carefully.

These Terms are binding on any use of the online software services and apply to you from the time that PFIPL provides you with access to the Service.

We believe PFIPL’s online Services will evolve over time based on user feedback. These Terms are not intended to answer every question or address every issue raised by the use of PFIPL’s online software service.

PFIPL reserves the right to change these terms at any time, effective upon the posting of modified terms and PFIPL will make every effort to communicate these changes to you via email or notification via the website. It is your obligation to ensure that you have read, understood and agree to the most terms available on the Website at the time of your use of the Service.

1.    Definitions

“Subscription /Access Fee“

Means the Annual fee (excluding any taxes and duties) payable by you in accordance with the fee schedule set out on the Website (which PFIPL may change from time to time on notice to you).

“Renewal”

Unless the Subscription expressly states otherwise, a Customer’s Subscription will automatically r enew at the expiration of the Term. Expiring Terms of less than one year will renew for Six months. Expiring Terms of one year or longer will renew for one year.

“Refunds”

Except for any applicable initial trial period, all charges are non-refundable unless expressly stated otherwise, or otherwise provided by law.

“Fee changes”

PFIPL may modify its fees and charges or introduce new charges post 12 months of signing this contract, upon at least thirty (30) days prior written notice to Customers. All pricing terms are confidential, and Customers agree not to disclose them to any third party.

“Late payments”

PFIPL may assess a late charge on overdue accounts of 2 % of the unpaid amount each month up to the maximum that is permitted by law.

Customers are responsible for all reasonable costs incurred by PFIPL to collect any past due amounts including reasonable attorneys’ fees and other costs. PFIPL may suspend or cancel the Services if a Customer does not pay in full and on time

“Confidential Information” Includes all information exchanged between the parties to this ToU, whether in writing, electronically or orally, including the Software but does not include information which is, or becomes, publicly available other than through unauthorized disclosure by the other party.

“Data“

Means any data inputted by you into the Software.

“Intellectual Property Right”

Means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

“Software“

Means the software available (as may be changed or updated from time to time by PFIPL) via the Website.

“Website“

Means the Internet site at the domain www.prologicfirst.com or mycloudhospitality.com or any other site operated by PFIPL.

“mycloud, Touché, @YourWISH and Web Prol’IFIC”

PFIPL mycloud, Touché, @YourWISH and Web Prol’IFIC is the name of software platform offering Hotel management solution owned by PFIPL

“you“

Means you and includes your employees, operators, consultants, representatives and agents.

2. Use of Software

PFIPL grants you the right to access and use the Software via the Website/URL with the user roles according to your subscription type. This right is non-exclusive and non- transferable and intended exclusively for use in your internal business operations and limited by these Terms.

3. Your Obligations

These Software usage rights are non- exclusive and non-transferable and limited by below Terms.

Payment obligations:

An invoice for the subscription Fee will be issued to the Billing Contact annually in advance from the date you added your Hotel Property within PFIPL. All invoices will include the Access Fee for the Billing Period of use. PFIPL will continue invoicing you until this ToU is terminated in accordance with clause 8.

All PFIP annual invoices will be generated electronically and reach by email, payable within 30 days of the invoice date. You are responsible for payment of all taxes and duties in addition to the Access Fee as and when applicable in your country by- laws. Please ensure you include prologicfirst.com (and other product based billing domains that will be communicated later) domain into safe list so that billing emails are not blocked or impeded by spam filter.

General obligations:

You must only use the Software and Website for your own lawful internal business purposes, in accordance with these Terms and any notice sent by PFIPL or condition posted on the Website.

Access conditions:

You will ensure that all usernames and passwords required to access the Software are kept secure and confidential. You will immediately notify PFIPL of any unauthorized use of your passwords or any other breach of security and PFIPL will reset your password or you can do the same from the Administration Control Panel if one is available for the Software module that you are using.

As a condition of these Terms, when accessing and using the Software, you must:

not attempt to undermine the security or integrity of PFIPL ‘s computing systems or networks or, where the

  • Software is hosted by a third party, that third party’s computing systems and networks;

  • not use, or misuse, the Software in any way which may impair the functionality of the Software or Website, or impair the ability of any other user to use the Software or Website;

  • not attempt to gain unauthorized access to any materials other than those to which you have been given express permission to access or to the computer system on which the Software is hosted;

  • not transmit, or input into the Software, any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which you do not have the right to use); and

  • not modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer the Software or the Website except as is strictly necessary to use either of them for normal

  • While creating users please be aware of the number of user access that you have paid for and are entitled to assign. Please comply with the limitations if any.

Communication Conditions:

As a condition of these Terms, if you use any communication tools available through the Website (such as any forum, chat room or message centre), you agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Software including (but not limited to): offers of goods or services for sale, files that may damage any other person’s computing devices or software, content that may be offensive to any of our other users, or material in violation of any law (including material that is protected by copyright or trade secrets which you do not have the right to use).

When you make any communication on the Website, you represent that you own the content of the communication. PFIPL is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Software. As with any other web-based forum, you must exercise caution when using the communication tools available on the Website. However, PFIPL does reserve the right to remove any communication at any time in its sole discretion.

Indemnity.

You indemnify PFIPL against all claims, costs, damage and loss arising from your breach of any of these terms or any obligation you may have to PFIPL, including (but not limited to) any costs relating to the recovery of any Access Fees that have not been paid by you.

You understand and agree that entry of masters, populating relevant data and any other data are activities to be solely performed by you and your team as instructed/trained by PFIPL.

PFIPL on explicit instructions by you and on payment of extra charges may provide services for creation or amendment of masters and uploading of data provided by you but such additional services are outside the scope of this contract and PFIPL may decline providing such services incase it’s other workload and/or resource constraint does not allow it to do so.

4. Confidentiality and Privacy Confidentiality:

Unless the relevant party has the prior

written consent of the other or unless required to do so by law:

Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these

Each party’s obligations under this clause will survive termination of these

The provisions of clauses 4.1 and 4.2 shall not apply to any information which:

  • is or becomes public knowledge other than by a breach of this clause;

  • is received from a third party who lawfully acquired it and who is under no

  • obligation restricting its disclosure;

  • is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party;

  • is independently developed without access to the Confidential Information; or

  • is required to be disclosed by applicable law or order of a court of competent jurisdiction or government department or agency with valid authority, provided that prior to such disclosure the recipient gives the Owning Party prompt written notice of the disclosure, so that the Owning Party may have an opportunity to prevent the disclosure through appropriate legal means, and provided the recipient uses its best efforts to limit the scope of such disclosure.

Privacy:

PFIPL maintains a privacy policy that sets out the parties’ obligations in respect of data. You should read that policy at www.prologicfirst.com/privacy/ (also attached with this document) since you will be taken to have accepted it when you accept these Terms.

5. Intellectual Property

General:

Title to, and all Intellectual Property Rights in the Software, the Website, videos and any documentation relating to the Software remain the property of PFIPL (or its licensors).

Data Ownership and Protection You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use your Data. Except as provided herein, PFIPL acquires no right, title or interest from you under this ToU in or to any of your Data.

Protection of Customer Data.

PFIPL shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your Data. PFIPL shall not (a) modify your Data, (b) disclose your Data except as compelled by law or as expressly permitted in writing by you, or (c) access your Data except to provide the Services and prevent or address service or technical problems or for aggregation and analytics with a view to provide enhanced or auxiliary information services or at your request in connection with customer support matters.

Preservation of Customer Data. PFIPL performs regular backups of Customer Data for the purpose of recovery in the event of a failure in

PFIPL’s data centers. PFIPL shall not be liable for the deletion, correction, destruction, damage, loss or failure to store your Data unless such deletion, correction, destruction, damage, loss or failure is attributable to the

negligence of PFIPL or its agents or employees.

Deletion of Customer Data upon Termination.

Within thirty (30) days after termination of this ToU, PFIPL will upon request provide to you a file of your Data provided there are no dues . You agree that after such period of thirty (30) days PFIPL shall have no obligation to retain your Data.

Compliance with laws.

PFIPL and its hosting subcontractor shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with hosting and data protection.

6. Warranties and Acknowledgements

 Acknowledgement:

You acknowledge that:

  • You are authorized to use the Software and the Website and to access the information that you access using the Software and the Website (whether that information is your own or that of anyone else).

  • If you are using the Software and accessing the Website on behalf of or for the benefit of an organization (whether a body corporate or not) then PFIPL will assume that you have the right to do so and that organization will be liable for your actions or omissions (including any breach of these Terms).

  • You are not directly, indirectly or implicitly associated with any organization that may gain

  • undue or unfair advantage by gaining access to the Software and PFIPL Services including but not limited to PFIPL’s business competitors or any other entity that may infringe on PFIPL’s ownership or confidentiality rights.

  • The provision of, access to, and use of, the Software is on an “as is, where is” basis and at your own

  • PFIPL does not warrant that the use of the Software will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Software, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Software. PFIPL is not in any way responsible for any such interference or prevention of your access or use of the Software.

  • You understand and agree that you are responsible for any security vulnerabilities, and the consequences of such vulnerabilities, arising from Your Content, including any viruses, Trojan horses, worms or other harmful programming routines contained in Your Content, or from Your use of the Services in a manner that is inconsistent with the terms of this

  • It is your sole responsibility to determine that the Software meets the needs of your business.

 

No warranties:

PFIPL gives no warranty about the Software. Without limiting the foregoing, PFIPL does not warrant that the Software will meet your requirements or that it will be suitable for your purposes. You are required to assess the solution offered and satisfy your queries and operational demands. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non- infringement.

Consumer guarantees:

You warrant and represent that you are acquiring the right to access and use the Software and agreeing to these Terms for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Software, the website or these Terms.

7. Limitation of Liability

To the maximum extent permitted by law, PFIPL excludes all liability and responsibility to you (or any other person) in contract, (including negligence), or otherwise, for any loss (including loss of Data, profits and savings) or damage resulting, directly or indirectly, from the use of, or reliance on, the Software.

If you suffer loss or damage as a result of PFIPL ‘s negligence or failure to comply with these Terms and make a claim against PFIPL on the basis of PFIPL ‘s negligence or failure, compensation if any will be limited in respect of any one incident, or series of connected incidents to the access fees paid by you in the previous 12 months.

If you are not satisfied with the Software, your sole and exclusive remedy is to terminate use of the Software in accordance with Clause 8.

PFIPL is not responsible for any down time, lost files, equipment failures, acts of nature or God, or any damage resultant from activities considered beyond the control of PFIPL, such as war, riots, natural disasters, pandemics vandalism and other events.

8. Termination

Thirty Day Trial policy:

When you sign up for the Service you may have been offered up to 30 days in which you can evaluate the Services with no obligation to continue. Should you choose to continue using PFIPL Services, you will be billed from the day you added your organization. If you choose not to continue with the service, PFIPL has no obligation of providing you with the backup of your data and reserves the right to delete your account from the PFIPL system.

Your availing of the Service beyond the Thirty Day Trial period will evidence the fact that you have evaluated, assessed and are satisfied with the characteristics, functions of Service and that you have chosen to use the Service as per your best judgement and not on account of any assertion, commitment or representation by PFIPL.

Prepaid Subscriptions,

If prematurely terminated by the you, PFIPL may retain the proportionate unexpired part of the pre-paid fees.

If PFIPL prematurely terminates services, PFIPL will be obliged to pay to you the proportionate unexpired part of the fees as on the effective date of the termination

No-fault termination:

These Terms will continue for the period covered by the subscription Fee paid. These Terms will automatically continue for the same period unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant payment period.

 

 

Breach:

  • If you: breach any of these Terms and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;

  • breach any of these Terms and the breach is not capable of being remedied (which includes, without limitation, any breach of clause 3 or any payment more than 30 days overdue); or

  • the paying subscriber goes into liquidation or has a receiver or manager appointed of any of its assets or becomes insolvent, or makes any arrangement with its creditors, or becomes subject to any

  • similar insolvency event in any jurisdiction,

  • PFIPL may take any or all of the following actions, at its entire discretion:

  • Terminate these Terms and your use of the Software and the Website;

  • Suspend for any definite or indefinite period of time, your use of the Software and the Website;

Accrued Rights:

Termination of these Terms is without prejudice to the rights and obligations of the parties accrued up to and including the date of termination. On termination of this ToU you will:

  • remain liable for any accrued charges and amounts which become due for payment before or after termination; and

  • immediately cease to use the Software and the

 

9. Help Desk Technical Problems:

In the case of technical problem you must make all reasonable efforts to investigate and diagnose problems before contacting PFIPL. If you still need technical help, please check the support provided online by PFIPL or failing that email us at info@prologicfirst.com.

Service availability: Whilst PFIPL intends that the Software should be available 24 hours a day, seven days a week, it is possible that on occasion the Software may be unavailable due to necessary maintenance or other development activity.

If for any reason PFIPL have to interrupt the Software for longer periods than PFIPL would normally expect, we will use reasonable endeavors to publish in advance details of such activity on the Website.

Service Level Policy: It is PFIPL’s endeavor to provide high availability of the Services and minimum

disruption. PFIPL’s Service Level Policy is as described at Appending B with this ToU.

10. General

Entire ToU: These Terms, together with the PFIPL Privacy Policy (Appendix A) and the terms of any other notices or instructions given to you under these terms, supersede and extinguish all prior agreements or terms of use, representations (whether oral or written), and understandings and constitute the entire agreement between you and PFIPL relating to the Software and the other matters dealt with in these Terms.

Waiver: If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

Delays: Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.

No Assignment: You may not assign or transfer any rights to any other person without PFIPL’s prior written consent.

Governing law and jurisdiction: The laws of the Republic of India, shall govern this ToU. Any disputes arising out of this ToU shall be subject to the jurisdiction of the courts located in or near New Delhi, India.

Arbitration : Any disputes arising out of this contract will be settled by arbitration by a jointly appointed Arbitrator. Where the parties are unable to agree on an Arbitrator PFIPL will appoint the Arbitrator.

Severability: If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this ToU will be binding on the parties.

Notices: Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to PFIPL must be sent to info@prologicfirst.com or to any other email address notified by email to you by PFIPL. Notices to you will be sent to the email address which you provided when setting up your access to the Software.

Rights of Third Parties: A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Term

Neither you nor PFIPL will be liable to any penalty exceeding the fees prepaid for the tenure of this contract except if the dispute pertains to infringement of PFIPL Intellectual and Property Rights.

APPENDIX A CONCERNING YOUR PRIVACY

You own your data

Prologic First India Private Limited, hereafter referred to as PFIPL, is an IT enabled company providing services & solution for the Hospitality & Leisure Industry. This Privacy Policy applies to PFIPL’s online / cloud services where your PFIPL will only store information that is entered by the Users of an Organization, or automatically imported at a User’s instruction. The data entered, or imported on instruction, by the Users of an Organization remains the property of the Organization. In no case will PFIPL make your information available to any third party unless instructed by you explicitly to do so or unless required by law to do so. PFIPL may need to access your data for maintenance of contracted services or to render enhanced services but will do so without ever assuming or claiming to assume ownership and without disclosing your data to any third party.

You control who has access to your data

The data entered, or imported on instruction, by the Users of an Organization is stored securely in a database and is accessible to the approved Users of the Organization. The Administrator of the Organization (Administrator) will have full control over who is invited to be a User. A user name and password is required in order to access an Organization’s information in PFIPL.

It is the User’s responsibility to keep their passwords safe. It is the Administrator’s responsibility to ensure that any Users that are invited to use the Organization’s account have permission to view the Organization’s information stored in the PFIPL account.

PFIPL, PFIPL’s staff and PFIPL’s partners do not have access to the User’s passwords and are therefore unable to access the Organization’s account or data by assuming the identity of any of the users authorized by your Administrator.

PFIPL, PFIPL’s staff and PFIPL’s partners will not access your data in any way or with any purpose except to provide the Services and prevent or address service or technical problems or for aggregation and analytics with a view to provide enhanced or auxiliary information services or at your request in connection with customer support matters.

PFIPL monitors system usage

PFIPL has access to and may use aggregate information such as number of associated Users, number of transactions and billing information for the purpose of billing and monitoring server and software performance as well as for other internal purposes of PFIPL.

PFIPL will never access the details of any individual financial or business transaction entered and stored in the PFIPL system. PFIPL will never access system usage history for a specific identifiable user, except where granted permission by the User to assist with resolution of a system issue or error.

PFIPL staff can access non-identifying and aggregated usage information and transaction volumes in order to better understand how our customers are using PFIPL Software so we can improve the system design or provide auxiliary information or analytical services and where appropriate have the system prompt users with suggestions on ways to improve their own use of the system. All aggregated usage information is stored in a secure PFIPL data warehouse facility.

Your data is sent securely across the internet

PFIPL Servers have security certificates so all data transferred between the Users of an Organization and the PFIPL Servers is encrypted. However, the internet is not in itself a secure environment. Users should only enter, or instruct the importation of, data to the database within a secure environment. This means that the User’s browser must support the encryption security used in connection with the PFIPL Servers.

PFIPL will give you access to your data at any time

On request, PFIPL will provide the Administrator with a full export of the Organization’s data in a common file format determined by PFIPL.

The Organization’s data may be permanently deleted by PFIPL 90 days after the Organization stops paying to use PFIPL or at the Administrator’s request.

Your browser stores only enough information to keep you logged in PFIPL uses temporary cookies to keep a session open after a User logs in.

These cookies do not contain any information about the User or the Organization and will automatically expire 30 minutes after the session is finished.

 

 

 

Data Backup

Hotel can request for data backup in XML format, once a year or upon termination. Hotel can also request for data backup on other intervals upon payment of a fee as applicable and as standard for PFIPL when the request is made.

You can opt-out of any email communications, PFIPL sends billing information, product information, service updates and regular customer newsletters to registered Users via email.

Where appropriate email communication will contain clear and obvious instructions describing how the User can opt to be removed from the mailing list. PFIPL will immediately remove any User upon request.

You are responsible for checking the privacy policy of any third-party websites we link to the PFIPL website and Software may contain links to third-party websites. PFIPL takes no responsibility for the privacy practices or content of these websites.

This policy may be updated from time to time, PFIPL reserves the right to change this policy at any time and any amended policy will be posted on this website.

Please read our Terms of Use

All use of software available on this website is subject to PFIPL’s terms of use. In the event of a conflict or disagreement between this Privacy Policy and the Terms of Use, the Terms of Use will prevail.

APPENDIX B SERVICE LEVEL POLICY

Prologic First India Private Limited, hereafter referred to as PFIPL, is an IT enabled software company providing services & solution for the Hospitality & Leisure Industry. The services and solutions include online and cloud services variously branded as mycloud, Touché, Web Prol’IFIC and @YourWISH. This Policy pertains solely to the online / cloud services provided by PFIPL.

During the Term of any Customer is subscribed to PFIPL’s online / cloud services and has paid for the same PFIPL Services will be operational and available to Customer at least 99.5% of the time in any calendar month. If PFIPL does not meet the Service Level Policy (SLP), and if Customer meets its obligations as per PFIPL’s online / cloud Terms of Service, Customer will be eligible to receive subscription Credits described below. This PFIPL SLP states Customer’s sole and exclusive remedy for any failure by PFIPL to meet the PFIPL SLP.

Definitions. The following definitions shall apply to the PFIPL SLP.

“Downtime” means, for a domain, if there is more than a five percent user error rate. Downtime is measured based on server-side error rate.

“Downtime Period” means, for a domain, a period of ten consecutive minutes of Downtime. Intermittent Downtime for a period of less than ten minutes will not be counted towards any Downtime Periods.

” PFIPL. Covered Services” means the PFIPL Software and other interfaces as mentioned in a commercial purchase order or contract between the Customer and PFIPL. This does not include any third party supported Interface components, functionality.

“Monthly Uptime Percentage” means total number of minutes in a calendar month minus the number of minutes of Downtime suffered from all Downtime Periods in a calendar month, divided by the total number of minutes in a calendar month.

“Scheduled Downtime” means those times where PFIPL notifies Customer of periods of Downtime at least three days prior to the commencement of such Downtime. Scheduled Downtime is not considered Downtime for purposes of this PFIPL SLP, and will not be counted towards any Downtime Periods.

“Service” means the PFIPL online / cloud Service, provided by PFIPL to Customer under any purchase order or contract.

 

 

Monthly Uptime Percentage

Days of Service added to the end of the Subscription term, at

no charge to Customer

< 99.5% – ≥ 99.0%

1

< 99.0% – ≥ 95.0%

3

< 95.0%

7

 

 

” Subscription Credit” means the following:

Customer Must Request Service Credit. In order to receive any of the Subscription Credits described above, Customer must notify PFIPL within thirty days from the time Customer becomes eligible to receive a Subscription Credit. Failure to comply with this requirement will forfeit Customer’s right to receive a Subscription Credit.

Maximum Subscription Credit. The aggregate maximum number of Subscription Credits to be issued by PFIPL to Customer for any and all Downtime Periods that occur in a single calendar month shall not exceed seven days of Subscription added to the end of Customer’s term for the Subscription. Subscription Credits may not be exchanged for, or converted to, monetary amounts.

PFIPL SLP Exclusions. The PFIPL SLP does not apply to any services that is expressly exclude any performance issues: (i) caused by factors described in the “Force Majeure” section of the Terms of Use; or (ii) that resulted from Customer’s equipment or third-party equipment, or both (not within the primary control of PFIPL.).