Effective November, 14, 2014; Last Updated May, 30, 2019
TERMS OF SERVICE
Welcome to odysys.com and the Odysys application operated by Odysys, Inc. (“Odysys”). Please read these Terms of Service before using Odysys products, Software, services or websites (“Odysys Services”). We also encourage you to read our Privacy Statement to understand our data processing practices. The Terms of Service constitute a binding agreement between you and Odysys. By using any Odysys Service(s) you, on behalf of yourself and any entity you represent (if any), agree to be bound by these Terms of Service, including other terms and conditions, and any policies, guidelines or amendments thereto that may be presented to you by Odysys, or in connection with your use of Odysys Services, from time to time, including but not limited to Program Policies and Legal Notices (collectively, the “Terms”). If you do not agree to the Terms, please do not use the Odysys websites, applications, or any Odysys Services. Users who violate the Terms may have their access to and use of Odysys Services suspended or terminated, at the discretion of Odysys.
MODIFICATION TO THESE TERMS OF SERVICE
We may update these Terms of Service from time-to-time in our discretion, and the latest version will be posted on the Odysys websites and application. Accordingly, you should visit this page periodically to review the most current Terms of Service. You can determine if these Terms of Service have been revised since your last visit to or use of an Odysys Service by referring to the last updated date. In addition, if you have provided us your email address through an Odysys Service, we may, at our discretion, also notify you of such changes via the email address you have provided to us. Your use of Odysys Services following such revisions constitutes your acceptance of and agreement to these Terms of Service, as revised by us. The revisions will be effective upon posting, unless some other date is specified.
ACCURACY, COMPLETENESS, AND TIMELINESS OF INFORMATION AND CONTENT OF ODYSYS SERVICES
Odysys is not responsible if any information or content available on Odysys Services is not accurate, complete, or current. Odysys reserves the right to modify its websites and any content at any time without notice, but has no obligation to update its websites or its content. It is your responsibility to monitor changes to the Odysys Services. There may be times when Odysys Services, content, or certain features or parts of an Odysys Service become unavailable on an unscheduled basis. We will not be liable to you for any temporary or permanent withdrawal, modification, unavailability, suspension, or discontinuance of an Odysys Service or any content or service available through Odysys.
Customer support is provided by telephone and email, Monday through Friday, between 8AM and 5PM Pacific Time. Technical support requests relating to errors in, or the improper functioning of, the services is provided at no cost by Odysys. All other requests for support, training, customization and/or other services will be billed in conjunction with providing the services, based on Odysys’ then-current pricing at the time of such request.
USE OF SERVICES
Odysys, its subsidiaries and affiliated companies (“Odysys”) offer services to you, provided that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. In order to access certain services, you may be required to provide current, accurate identification, contact, and other information as part of the registration process and/or continued use of Odysys Services. You are responsible for maintaining the confidentiality of your account password, and are responsible for all activities that occur under your account. You agree to immediately notify Odysys of any unauthorized use of your password or account or any other breach of security. Odysys cannot and will not be liable for any loss or damage arising from your failure to provide us with accurate information or to keep your password secure. You are further responsible for all software, hardware, services (such as internet service), and other equipment necessary to access and use the Odysys Services, including all related expenses, if any. Although we attempt to prevent viruses and other malicious software from being passed along through Odysys Services, you agree that protection of your own software, personal computer, and other devices from malicious software is your responsibility.
You agree to use Odysys Services only for lawful purposes. Specifically, and for the avoidance of doubt, you acknowledge, understand, and agree that Odysys is not an owner, lessor, or operator of a place of lodging, and is not responsible for, nor will Odysys provide you any legal advice related to, any industry specific legal compliance related to your business, website, or users. You further acknowledge, understand, and agree that if your use of Odysys Services requires you to comply with any specific industry related legal, regulatory, or compliance obligations, including but not limited to the Americans with Disabilities Act (“ADA”), you are solely responsible for compliance with any such legal or regulatory obligations. You agree that you will not use the Odysys Services in any manner that would subject Odysys to any industry specific laws or regulations without first obtaining Odysys’ express written consent. In addition to the indemnification obligations set forth below, you agree to be responsible for any and all losses, liabilities, expenses, damages (direct or consequential), and costs, including reasonable attorneys’ fees and court costs, incurred by you, Odysys, or other Odysys users, arising or resulting from your use of Odysys Services in violation or non-compliance with your industry specific legal or regulatory obligations, if any.
You agree not to take any action that might compromise the security of Odysys Services, render Odysys Services inaccessible to others, or otherwise cause damage to Odysys Services or content. You agree not to use Odysys Services in any manner that might interfere with the rights of third parties. You agree not to use Odysys Services to design, develop, test, update, operate, modify, maintain, support, market, advertise, distribute, or otherwise make available any program, application, or service (including without limitation any device, technology, product, computer program, mobile device application, website, or mechanical or personal service) that enables or provides access to, use of, operation of, or interoperation with Odysys Services. You agree not to attempt to access data or materials not intended for you, and not to test the vulnerability of our network and/or security systems or otherwise breach or circumvent our security in any way.
You understand that all information, data, text, email, listings, software, photographs, graphics, video, messages or other materials (“Content”) are the sole responsibility of the person from which such Content originated. Odysys reserves the right, but shall have no obligation, to pre-screen, flag, filter, refuse, modify, move or remove any Content available via Odysys Services. You understand that by using Odysys Services you may be exposed to Content that is offensive, indecent or objectionable, and that you use Odysys Services at your own risk.
You agree that you are responsible for your own conduct and any Content that you create, transmit or display while using Odysys Services and for any consequences thereof. You agree to use Odysys Services only for purposes that are legal, proper and in accordance with the Terms and any applicable policies or guidelines. You agree that you will not engage in any activity that interferes with or disrupts Odysys Services or servers or networks connected to Odysys Services.
In addition to this agreement, your use of some specific Odysys Services is governed by the policies or guidelines specific to those services and which are specifically incorporated into this agreement.
You acknowledge and agree that Odysys Services and any necessary Software used in connection with Odysys Services (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws and treaties. You agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on Content, Odysys Services or Software, in whole or in part except as specifically authorized in a separate written agreement except as expressly authorized by Odysys or other proper third party rights holders.
Subject to the Terms, Odysys grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software, unless such activity is expressly permitted or required by law or has been expressly authorized by Odysys in writing. You agree not to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to Odysys Services. You agree not to access Odysys Services by any means other than through the interface that is provided by Odysys for use in accessing Odysys Services except as specifically authorized in a separate written agreement. Except as expressly authorized by Odysys you agree not to use, copy, imitate, or incorporate any trademark, service mark, trade dress, company name, or product name in a way that is likely to cause confusion among consumers. You also agree not to remove, obscure, or alter Odysys’ or any third party’s copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Odysys Services or Software.
Odysys claims no ownership or control over any Content submitted, posted or displayed by you on or through Odysys Services. You or a third party licensor, as appropriate, retain all patent, trademark and copyright to any Content you submit, post or display on or through Odysys Services and you are responsible for protecting those rights, as appropriate.
YOUR SUBMITTED CONTENT
Subject to our Privacy Statement, as applicable, by submitting, posting or displaying Content on or through Odysys Services which are intended to be available to the members of the public, you grant Odysys a worldwide, non-exclusive, royalty-free license to reproduce, adapt, modify, publish and distribute such Content on Odysys Services for the purpose of displaying, distributing and promoting Odysys Services. Odysys reserves the right to syndicate Content submitted, posted or displayed by you on or through Odysys Services and use that Content in connection with any service offered by Odysys. Odysys furthermore reserves the right to refuse to accept, post, display or transmit any Content in its sole discretion. Notwithstanding the above, you acknowledge and agree that Odysys has no obligation to use your name or otherwise attribute any of your submitted Content to you.
You agree, warrant, and represent that and any and all disclosures, comments, suggestions, ideas, and other Content submitted or published by you through or on any Odysys Services (i) are exclusively owned or controlled by you; (ii) are accurate and do not violate the rights of, or cause injury to, any third party, including without limitation any third-party copyright, trademark right, right of privacy, right of publicity or other personal or proprietary rights; (iii) are not illegal, obscene, defamatory or threatening; and (iv) do not contain viruses. You must not use any false email address or other contact information, impersonate any person or entity, or otherwise mislead as to the origin of your Content.
GRANT OF LICENSE
This License Agreement (License) permits you to use a single login. The Software is licensed as a single product, to an individual user, or group of users. The Software is in use on a computer when it is accessed via web browser, a user logs in, or the software is hyperlinked from any source.
LIMITATIONS OF LICENSE
Except as expressly set forth in this Agreement, no rights are granted to do any of the following, and you shall not cause or allow anyone else, to do any of the following: (i) use, display, access, distribute, transfer, alter, or modify the licensed content, or otherwise create any derivative works of the licensed content, (ii) download, distribute, export, deliver, or transmit any of the licensed content, including to any computer or other electronic device, (iii) sell, grant access to, or sublicense the licensed content, or any portion of the licensed content, to any third party. You agree to take all reasonable steps necessary to protect the licensed content from unauthorized access, distribution, copying or use. Additionally, you agree to never use crawlers, rogue bots, site scrapers or any automated script/software or method that attempts to mine the listing content on your own or any other accounts in the system. You acknowledge that we may block access to our servers and/or membership and if discovered your account will be immediately terminated without prior notice.
You hereby agree as follows: (i) you shall not use the Services for “spamming,” as determined by Odysys in its reasonable discretion; (ii) you shall keep secure any identification, password and other confidential information relating to your site and shall notify Odysys immediately of any known or suspected unauthorized use of your site or breach of security, including loss, theft or unauthorized disclosure of passwords or other security information; (iv) you shall not use the services for any unlawful purpose; (v) you shall not engage in any other conduct that restricts or inhibits any other person from using or enjoying the Services, or which, in the judgment of Odysys, exposes Odysys or any of its customers or suppliers to any liability or detriment of any type; and (vi) you shall be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of the services, and you shall be responsible for all charges related thereto.
SOFTWARE AND AUTOMATIC UPDATES
Your use of any Software provided by Odysys will be governed by the Terms and any additional terms and conditions of the end user license agreement accompanying such Software. Odysys Software may automatically report version number or other diagnostic information and may automatically download upgrades to the Software to update, enhance and further develop Odysys Services, including providing bug fixes, patches, enhanced functions, missing plug-ins and new versions.
GENERAL PRACTICES REGARDING USE AND STORAGE
You agree that Odysys has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted by Odysys Services. You acknowledge that Odysys may have set no fixed upper limit on the number of transmissions you may send or receive through Odysys Services or the amount of storage space used; however, we retain the right, at our sole discretion, to create limits at any time with or without notice.
MODIFICATIONS TO SERVICE
Odysys reserves the right at any time and from time to time to temporarily or permanently modify or discontinue Odysys Services (or any part thereof) with or without notice. You agree that Odysys shall not be liable to you or to any third party for any modification, suspension or discontinuance of Odysys Services.
Payment on services will be due upon activation of your Odysys account credentials. Credit cards will be billed on or around the same day of the month in which your account credentials were originally established. (For example, if your account was activated on the 25th of the month, your credit card would be billed on or around the 25th of the next month and the months to follow). Services and charges will continue on a month-to-month basis, unless otherwise stated in this agreement. Once payment has been collected, refunds are not available.
In the event that you may choose to cancel services with Odysys, please provide notice prior to your monthly billing date, as detailed above. This payment is for active service for the entire monthly billing cycle, whether the user logs on or not. There will be no pro-rated refunds for accounts terminated before the end of the monthly billing cycle. Service cancellations must be received via email, or phone. This contact information can be found at odysys.com. Cancelled accounts will automatically be terminated at the end of the billing cycle, as long the request is received prior to the monthly billing date, as explained above. Your account will remain active until automatically terminated by the billing program. There will be no cancellation fee for this, nor will there be a refund for any unused service until the end of the billing cycle, as your account will remain active until that time. Non-usage of an account is not proof of cancellation of service. Subscribers are responsible for full payment on all accounts whether or not the account is ever utilized until such time as the account is cancelled by appropriate notice.
You may discontinue your use of Odysys Services at any time. You agree that Odysys may at any time and for any reason, including a period of account inactivity or a violation of the Terms, terminate your access to Odysys Services, terminate the Terms, or suspend or terminate your account. In the event of termination, your account will be disabled and you may not be granted access to Odysys Services, your account or any files or other content contained in your account. Termination, Indemnity, Disclaimer of Warranties, Limitations of Liability, Exclusions and Limitations and choice of law, severability and statute of limitations within these Terms, shall survive expiration or termination.
Odysys Services may provide, or third parties may provide, links to other World Wide Web sites or resources, including those of our business partners. Odysys may have no control over such sites and resources and you acknowledge and agree that Odysys is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Odysys shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.
We reserve the right to publish new customer signups and positive feedback at our website and other public forums, such as news websites, blogs and other industry specific websites. If you do not want us to quote your positive experiences or announce your use of our service you must notify us in advance. If notice is received after initial publication date, we will remove any notices generated from these said announcements promptly on odysys.com. You shall indemnify and hold harmless Odysys, its affiliated companies and third-party vendors against any and all claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys fees) arising out of or relating to these announcements.
YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS ODYSYS, AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, EMPLOYEES, ADVERTISERS, LICENSORS, SUPPLIERS OR PARTNERS, (COLLECTIVELY “ODYSYS AND PARTNERS”) FROM AND AGAINST ANY AND ALL SUITS, JUDGMENTS, LOSSES, CLAIMS, DEMANDS, LIABILITIES, EXPENSES, DAMAGES (ACTUAL OR CONSEQUENTIAL) AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, COURT COSTS AND EXPENSES, ARISING OR RESULTING FROM, OR IN ANY WAY RELATED TO, YOUR (I) USE OF ODYSYS SERVICES, OR ANY CONTENT OR INFORMATION CONTAINED THEREIN, (II) VIOLATION OF THE TERMS OR BREACH OF ANY OF YOUR REPRESENTATIONS OR WARRANTIES IN THESE TERMS OF SERVICE, (III) NEGLIGENT OR WILLFUL MISCONDUCT, (IV) SUBMISSIONS YOU MAKE OR ANY OTHER ACTIONS CONNECTED WITH USE OF ODYSYS SERVICES, OR (V) YOUR VIOLATION OF ANY APPLICABLE LAW, STATUTE, ORDINANCE, REGULATION OR ANY THIRD PARTY’S RIGHTS, INCLUDING BUT NOT LIMITED TO, COPYRIGHT INFRINGEMENT, TRADE SECRET MISAPPROPRIATION, HARM TO A THIRD PARTY’S TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHTS, VIOLATIONS OF THE AMERICANS WITH DISABILITIES ACT, VIOLATION OF ANY THIRD PARTY PRIVACY RIGHT OR RIGHT OF PUBLICITY, UNAUTHORIZED USE OR BREACH OF ANY THIRD PARTY’S PERSONAL OR CONFIDENTIAL INFORMATION, OR ANY CLAIM OF DEFAMATION, LIBEL OR SLANDER. IN SUCH A CASE, ODYSYS WILL PROVIDE YOU WITH WRITTEN NOTICE OF SUCH CLAIM, SUIT OR ACTION.IF YOU CAUSE A TECHNICAL DISRUPTION OF ANY ODYSYS SERVICES OR ASSOCIATED SYSTEMS SUPPORTING THE PROVISION OF THE SERVICES TO YOU OR OTHERS, YOU AGREE TO BE RESPONSIBLE FOR ANY AND ALL LOSSES, LIABILITIES, EXPENSES, DAMAGES, AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES AND COURT COSTS, ARISING OR RESULTING FROM THAT DISRUPTION. ODYSYS RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU AND IN SUCH CASE, YOU AGREE TO COOPERATE WITH ODYSYS IN THE DEFENSE OF SUCH MATTER.
DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT ODYSYS AND PARTNERS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ODYSYS OR PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (I) THE USE OR THE INABILITY TO USE ODYSYS SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM ODYSYS SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON ODYSYS SERVICES; OR (V) ANY OTHER MATTER RELATING TO ODYSYS SERVICES. NOTWITHSTANDING THE ABOVE, AND SUBJECT TO THE EXCLUSIONS AND LIMITATIONS DESCRIBED BELOW, ODYSYS AND PARTNERS AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM THE USE OF ODYSYS SERVICES IS LIMITED TO $100.00.
EXCLUSIONS AND LIMITATIONS
NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
NO THIRD PARTY BENEFICIARIES
You agree that, except as otherwise expressly provided in the Terms, there shall be no third party beneficiaries to the Terms.
You agree that Odysys may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on Odysys Services. Any notice sent to you by email will be deemed received when sent. We may also communicate with you by posting notices on Odysys Services, and any such notice shall be deemed received when you visit such services after we post such a notice. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Any notice that you send to Odysys must be sent by mail to the following address or to such other address as we provide in a notice to you or through the Odysys Services:
231 Scalehouse Loop, Suite 101
Bend, Oregon 97702
Entire Agreement. The Terms (including any policies, guidelines or amendments that may be presented to your form time to time such as Program Policies and Legal Notices) constitute the entire agreement between you and Odysys and govern your use of Odysys Services, superseding any prior agreements between you and Odysys for the use of Odysys Services. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other Odysys Services, partner services, third-party content or third-party Software.
CHOICE OF LAW AND FORUM
The Terms and the relationship between you and Odysys shall be governed by the laws of the State of Oregon without regard to its conflict of law provisions. You and Odysys agree to submit to the personal and exclusive jurisdiction of the courts located within Deschutes County, Oregon.
WAIVER OF SEVERABILITY AND TERMS
The failure of Odysys to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
The section headings in the Terms are for convenience only and have no legal or contractual effect.
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