Softrip Online Service Terms and Conditions
This Softrip Online Service Agreement and the documents referenced herein (the “Agreement”) contain terms and conditions that govern your access to and use of the Softrip Online Service (as defined below) and is an agreement between Softrip LLC (“Softrip,” “we,” “us,” or “our”) and you or the entity you represent (“you,” “your,” or “Subscriber”).This Agreement takes effect when the Subscriber executes this Agreement by ticking of “I have read and accept the subscription terms and conditions” in the subscription form (the “Effective Date”). You represent to us that you are lawfully able to enter into contracts and that you have legal authority to do so on behalf of Subscriber.
- Conditions of Use.
(a) Subscriber is granted a non-exclusive, non-transferrable, limited right to use the Softrip Online Service made available online, including the platform, services, and any selected additional modules (collectively the “Softrip Online Service”) solely for your internal business use and in accordance with the terms of this Agreement. Subscriber does not acquire the Softrip Online Service in whole or part or any copy thereof, and is not granted a license to implement or use the Softrip Online Service in any way other than as a web platform. Softrip owns and reserves all rights, title, and interest in and to the Softrip Online Service. Subscriber may not or attempt to: (i) license, sell, lease or otherwise make the Softrip Online Service or any like service available to non-subscribers; (ii) use the Softrip Online Service in any way that violates any law, regulation or mandate, or the terms of this Agreement; or (iii) take any action that jeopardizes our confidential or proprietary information.
(b) The Subscriber shall ensure that the Softrip Online Service is not used in any manner which reflects adversely upon the name, reputation, and/or goodwill of Softrip or in breach of any applicable law or regulation.
- Scope of Services.
(a) The Softrip Online Service, the Softrip website, and/or the web platform provides a list of subscription types as well as a list of additional technical features and services applicable to the different operational systems. Some functionalities and services may be subject to separate terms and conditions, which must be accepted in addition to this Agreement before use.
(b) Subscriber is entitled to use the Softrip Online Service for the number of users, subscription period, additional modules, and other aspects of service as specified for the subscription type the Subscriber has contracted. If Subscriber requires further capacity or functionality, Subscriber may pay for a license extension for upgraded service.
(c) Only the Subscriber and its representatives are entitled to use the Softrip Online Service, and the Softrip Online Service may not be used for or on behalf of any other parties, or for data processing or the provision of services for other parties than the Subscriber. The Subscriber agrees to be fully responsible and liable for any third parties that are given access to the Softrip Online Services by the Subscriber or who use the Subscriber’s login details.
(d) Other than as set forth in this section, the Subscriber is not entitled to assign the subscription or grant access to the Softrip Online Service, whether in whole or in part, to any third party.
(e) Technical support will be provided in accordance with the support option Subscriber selected during signup, which subscriber may change from time to time.
(f) This is a business to business service only and there is no intention to create a contract with any consumer.
- Term and Payments.
(a) Term. This Agreement governs use of the Softrip Online Service starting on the Effective Date and continues until the end of the Term. The Term is based on calendar month with a minimum of one (1) month and a maximum of twelve (12) months. At the end of the Term, the Agreement shall renew on a month-to-month basis unless: (i) either party provides 30 days advance written notice of its intent to not renew; (ii) the Services Order provides for a different automatic renewal period; or (iii) the parties agree in writing to renew for a term of different duration. Pricing for any subsequent renewal period shall be at our then current list pricing, unless otherwise agreed upon in writing by the parties.
(b) Payment Structure. Subscription fees are calculated per user, per month and shall be paid monthly in advance. Subscription prices for the monthly term are subject to changes in our then current pricing as available on the Softrip Website. No refunds will be issued for any unused services. At any time during an active Term, Subscriber may purchase and pay in advance for additional service elements that may be on offer by Softrip, including licenses for additional users, subscription periods, or support and training services.
(c) Late Payments. All past due payments will bear interest at the rate of 1.5% per month or such lower rate as is required by law. If any invoiced amounts are more than thirty (30) days overdue, we may immediately suspend your use of the Softrip Online Service. If Subscription fees are more than ninety (90) days overdue, your right to use the Softrip Online Service may be terminated and all related data will be removed.
(d) Taxes. Except as otherwise specified the fees do not include any taxes, levies, duties, or similar items including value-added, sales, use, or withholding taxes (collectively, “Taxes”). You are responsible for paying all Taxes associated with the Softrip Online Services and reimbursing us for any Tax paid by us with respect to the amounts due, excluding taxes based on our income.
(a) Termination without Cause. Subscriber may terminate the Agreement at any time, with or without cause; however, no portion of the subscription fees will be refunded to Subscriber for any reason.
(b) Termination for Cause. Either party may terminate this Agreement for cause upon written notice and after providing thirty (30) days for the breaching party to cure. If you terminate for cause, as your sole remedy we will refund any pre-paid, unused fees for the Softrip Online Service.
(c) Effect of Termination. Upon termination or expiration of this Agreement: (a) your right to access to the Softrip Online Service will immediately terminate; and (b) we will retain data for thirty (30) days. The following sections will survive the expiration or early termination of this Agreement for any reason: Confidentiality, Intellectual Property Rights Conditions of Use, Term and Payments, Subscriber Data, Warranty Disclaimer, Indemnification Obligations, Exclusion of Consequential and Related Damages, Limitation of Liability, and Miscellaneous.
- Subscriber Data. Subscriber shall own any and all of its Subscriber Data. The Softrip Online Service permits the Subscriber to export records and data held on the Softrip Online Service, and the Subscriber agrees to export any and all data prior to termination of the subscription. Softrip reserves the right to delete Subscriber data ninety (90) days after termination of the Agreement regardless of the reason for termination, and Softrip is not obligated to store any Subscriber Data after such time.
- Provision of the Softrip Online Service.We will make the Softrip Online Service available 24 hours a day, 7 days a week, except for: (a) occasional planned downtime ; or (b) any unavailability caused by circumstances beyond our reasonable control, including failure or delay of your Internet connection, misconfiguration by you or any third party, issues on your network, telecommunications services contracted by or for you, power failures, or defective equipment. In the event of an interruption of service, Softrip will use reasonable commercial endeavors to restore normal operations. Your use of the Softrip Online Service is subject to our complete Softrip Support Policies and Service Level Agreement (SLA), which are attached hereto in their current form as Exhibit A, and may be modified from time to time and posted on the Softrip Website.
- Changes and Updates. Softrip may update and improve the Softrip Online Service on a continuous basis. Softrip may also change the composition and design of the Softrip Online Service. Any such changes may be with or without notice and may affect the prior results or information uploaded to or provided by the Softrip Online Service.
- Intellectual Property Rights.
(a) The Softrip Online Service is valuable intellectual property that is owned by or licensed to Softrip. No intellectual property rights are assigned to the Subscriber. Subscriber agrees that it will not, directly or indirectly, reverse engineer, de-compile, disassemble or otherwise attempt to derive a source code, system design or other trade secret and/or intellectual property from the Softrip Online Service. Subscriber agrees not to reproduce, duplicate, copy, sell, resell or exploit access to the Softrip Online, including the visual design elements or functionality.
(b) All development, adaptations, specifications, designs, processes, techniques, concepts, code, discoveries and inventions made or developed in connection with the Softrip Online Service, including but not limited to deliverables, PS Creations and customizations, shall be the sole and exclusive property of Softrip. The Subscriber shall notify Softrip of any actual or suspected infringement of Softrip’s intellectual property rights and any unauthorized use of the Softrip Online Service of which Subscriber is aware.
(c) Subscriber represents and warrants that no Subscriber Data uploaded to the Softrip Online Service infringes third party rights or intellectual property rights and will not contain any material that is obscene, offensive, inappropriate or in breach of any applicable law.
(a) The Softrip Online Service and information, data or services related thereto comprises confidential information that may include valuable intellectual property. Subscriber agrees that information shared with or made available to you in connection with your use of the Softrip Online Service is confidential and you will take reasonable care to prevent other parties from receiving this information. Confidentiality obligations do not apply to any information that (i) is now, or becomes, generally known or available; or (ii) is required to be disclosed by law.
(b) Softrip agrees that confidential information shared with or made available to Softrip in connection with your use of the Softrip Online Service is confidential and Softrip will take reasonable care to prevent other parties from receiving this information. Confidentiality obligations do not apply to any information that (i) is now, or becomes, generally known or available; or (ii) is required to be disclosed by law.
- Warranty Disclaimer.
(a) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SOFTRIP ONLINE SERVICE IS PROVIDED “AS IS”. WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY, QUIET ENJOYMENT, TIMELINESS, COMPLETENESS, OR ACCURACY. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT ACCESS TO OR USE OF THE SOFTRIP ONLINE SERVICE OR OTHER SERVICES OR MATERIALS PROVIDED BY US WILL BE UNINTERRUPTED OR ERROR-FREE. IT IS YOUR RESPONSIBILITY TO SELECT THE SERVICE NECESSARY TO ACHIEVE YOUR INTENDED RESULTS. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS WHICH VARY BY JURISDICTION. IF THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, YOU AGREE THAT THEY WILL BE LIMITED TO THE GREATEST EXTENT AND SHORTEST DURATION PERMITTED BY LAW.
(b) Softrip is based in the United States and the Services are provided from the United States. Softrip makes no representation or warranty that the Softrip Online Service is appropriate for use from any jurisdiction other than the United States. Subscriber is solely responsible for complying with any and all local, State and Federal laws applicable to your use of the Softrip Online Service.
- Softrip Indemnification.Softrip will defend Subscriber against third party lawsuits claiming that the Softrip Online Service infringes or misappropriates any U.S. patent, copyright, or trade secret, and we will pay any damages or costs finally awarded against you by a court of final jurisdiction with regard to such claim, or amounts agreed to in a monetary settlement of the action, so long as such claims do not arise from an Exclusion (as defined below). If your use of the Softrip Online Service is enjoined, we may at our option: (i) obtain a license from such third party for your benefit; (ii) modify the Softrip Online Service so that they no longer infringe; or (iii) if neither of these options is commercially feasible, require you to stop using the Softrip Online Service, terminate this Agreement and refund to you any unused, prepaid fees.
- Subscriber Indemnification.Subscriber will defend Softrip against any third party lawsuits, governmental investigation or other claims in connection with any circumstances arising under the Exclusions. You will pay any damages or costs awarded against us by a court of final jurisdiction with regard to such claims, or amounts agreed to in a monetary settlement of the action.
- Exclusions. “Exclusions” are conditions deemed excluded from warranty and/or defense or indemnity obligations, as follows: (i) your non-compliance with this Agreement; (ii) your business method(s) or process(es); or (iii) your content, Customer Data, or third party products.
- Indemnification Procedures.A party entitled to indemnification (“Indemnified Party”) will promptly notify the other party (“Indemnifying Party”) of any indemnifiable claim (“Claim”) and provide reasonable assistance to the Indemnifying Party at the Indemnifying Party’s expense. Failure to provide timely notice or reasonable assistance will relieve the Indemnifying Party of its indemnification obligations to the extent that the Indemnifying Party has been materially prejudiced by such failure. The Indemnifying Party will have the sole right to defend and settle any Claim (except that the Indemnifying Party may not agree to any settlement that does not unconditionally release the Indemnified Party, without the Indemnified Party’s prior written consent).
- Exclusion of Consequential and Related Damages.EXCEPTING ONLY A MISAPPROPRIATION OF SOFTRIP’S INTELLECTUAL PROPERTY, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST OR CORRUPTED DATA, LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY), COVER DAMAGES, OR ANY OTHER SIMILAR DAMAGES UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR ANY OTHER THEORY), EVEN IF INFORMED OF THIS POSSIBILITY AND EVEN IF A REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
- Limitation of Liability.
(a) SOFTRIP’S TOTAL LIABILITY FOR ANY LOSS, COST, CLAIM OR DAMAGES HEREUNDER WILL NOT EXCEED THE FEES PAID OR PAYABLE TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THIS LIMITATION ON LIABILITY FORMS A FUNDAMENTAL BASIS OF THE BARGAIN HEREUNDER, IN THE ABSENCE OF WHICH, THE ANNUAL (OR LESS) TERM AND FEES WOULD HAVE BEEN DIFFERENT. THIS SECTION WILL NOT APPLY TO DAMAGES THAT CANNOT BE LIMITED OR EXCLUDED BY LAW (IN WHICH EVENT THE LIMITATION WILL BE THE MINIMUM AMOUNT REQUIRED BY LAW).
(b) Softrip is not liable for third party solutions that are available via and/or integrated with the Softrip Online Service, including but not limited to currency feeds, Airline and car GDSs. Softrip shall not be held liable for the correctness, completeness, quality, and reliability of the information or for the results which are achieved by means of such third-party solutions. Softrip shall not be held liable for the availability, security or functionality of such third-party solutions, including for any damage and/or loss caused by such third-party solutions. Subscriber is responsible for proving that a loss or damage suffered by the Subscriber is not attributable to any third-party solutions.
(c) The parties mutually agree that, unless otherwise prohibited by law, any action for any matter arising out of this Agreement must be commenced within one year after either: (i) the term of the agreement or (ii) the discovery of the breach, or the action is forever barred.
- Changes to the Subscriber Agreement. Softrip may update the terms of this Agreement from time to time. The current version of the Agreement in force is available on the Softrip website. Softrip shall endeavor to provide reasonable notice of any changes by posting such changes on the web site. Further use of the Softrip Online Service after any change to the Agreement shall be deemed to be acceptance of such Agreement. It is the Subscriber’s responsibility to check the website regularly to keep updated on any changes to the Agreement.
(a) Entire Agreement and Law. This Agreement together with any Service Orders and other documents referenced herein represent the entire agreement of the parties, and supersedes any prior or current understandings, whether written or oral. If there is a conflict between the Agreement and an Services Order or SOW, the Agreement will prevail.
(b) Jurisdiction and Forum. This Agreement will be governed by the laws of the Commonwealth of Pennsylvania. Any legal or equitable claim of any nature arising hereunder will be filed and maintained in the state or federal courts located in Montgomery County, Pennsylvania. Nothing in this Agreement will prevent us from seeking immediate injunctive relief against you in the courts having jurisdiction over you.
(c) No Creation of Partnership or Joint Venture. Nothing in this Agreement shall be deemed to create a partnership or joint venture or contract of employment of any kind between the parties nor shall it be deemed to grant any authority not expressly set out in the Agreement or create any agency between the parties.
(d) Assignment. Subscriber may not assign or otherwise transfer any of its rights or obligations under this Agreement without Softrip’s prior written consent, which will not be unreasonably withheld. Any attempted assignment in breach of this Section is void.
(e) Third Party Services. You understand and agree that third parties may provide products and services to you in connection with the Softrip Online Services, and you may be billed for such.
(f) Compliance with Law. We will make every reasonable effort to operate in an ethical and law-abiding manner. However, it would be impossible for us to verify that everything you do or attempt to do with our products and services complies with every applicable law. You are responsible for ensuring that your use of all products and services is in accordance with laws and regulations that apply to you and your business or industry. Neither party takes responsibility for the other party’s compliance with applicable law. Further, you will not export or re-export, directly or indirectly, any products or our confidential or proprietary information to any countries outside the United States except as permitted under the U.S. Commerce Department’s Export Administration Regulations. The products contain Commercial Computer Software under Federal Government Acquisition Regulations and agency supplements to them and are provided to the Federal Government and its agencies only under the Restricted Rights Provision of the Federal Acquisition Regulations applicable to commercial computer software developed at private expense and not in the public domain. You warrant that neither you, any affiliate, or any User are on any government-issued list of restricted persons or entities including the Commerce Department Entity List, Denied Persons List or Unverified List, the Treasury Department Specially Designated Nationals and Blocked Persons List, and the State Department Debarred Parties List.
(g) Notice. Notice may be given between the parties as follows: (a) Softrip may provide any notice(s) to Subscriber under this Agreement or in connection with your use of our services by: (i) posting a notice on the Softrip Website; or (ii) sending a message to the email address then associated with your account. Notices we provide by posting on the Softrip Website will be effective upon posting and notices we provide by email will be effective when we send the email. (b) To give Softrip notice under this Agreement, Subscriber must contact Softrip by personal delivery, overnight courier or registered or certified mail to Softrip, LLC, 455 Maryland Drive, Fort Washington, Pennsylvania, 19034. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided registered or certified mail will be effective three business days after they are sent.
(h) Waiver. If any provision of this Agreement is deemed invalid, illegal, or unenforceable, it will be considered stricken from this Agreement, and the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. Our failure to act with respect to a breach by you of this Agreement does not constitute a waiver of our rights with respect to subsequent or similar breaches.
(i) Remedies. All remedies available to us will be cumulative and the specification of a remedy will not preclude us from pursuing other remedies available at law or in equity. Neither party will be liable by reason of any failure of performance hereunder if such failure arises out of causes beyond its reasonable control, despite its reasonable efforts and without its fault or negligence.
(j) Force Majeure. Neither party shall be deemed in default or otherwise liable under this Agreement due to its inability to perform by reason of any fire, earthquake, flood, epidemic, explosion, casualty, strike, lockout, labor controversy, riot, civil disturbance, act of God, embargo, war, act of public enemy, or any municipal, county, state, national, or international ordinance or law or any executive, administrative, judicial or similar order (which order is not a result of any act or omission to act which would constitute a default under this Agreement), or any failure or delay of any transportation, power, or other essential thing required, or similar causes beyond either party's control. Any delay in performance shall be no greater than the event of force majeure causing the delay.
(k) Modifications. We may modify any websites referenced in this Agreement at any time by posting a revised version on the Softrip Website and by otherwise notifying you in accordance with the terms of the Agreement. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Softrip Online Service after the effective date of any modifications to such websites, you agree to be bound by the modified terms. If we materially decrease any of our obligations or the functionality of the Softrip Online Service, we will either obtain your consent or you may terminate this Agreement. Any modification to the terms and conditions of this Agreement outside of one of the referenced web links requires written mutual consent.
(l) Business Partners. Our benefits, rights, and obligations related to Confidentiality, Intellectual Property Rights Conditions of Use, Term and Payments, Subscriber Data, Warranty Disclaimer, Indemnification Obligations, Exclusion of Consequential and Related Damages, Limitation of Liability, and Miscellaneous.
(m) Your Users. You take full responsibility for ensuring that all of your personnel, third party service providers, and all other third parties that access or use the Softrip Online Services comply with this Agreement and you will be liable for their acts and omissions.
(n) Communication. Softrip will communicate with Subscriber’s appointed Point of Contact for the applicable service. He/she will be responsible for all communications among all Subscriber parties (staff, vendors, consultants) and for the escalation and resolution of any issues for Subscriber.
(a) “Subscriber Data” means your proprietary information and information about your customers (including Personal Data) submitted through the Softrip Online Service by You or Your Users.
(b) “Personal Data” means any information relating to your customers that is protected by applicable privacy law.
(c) “Softrip Online Service” means our cloud communications service, and associated equipment and services, as described in an Services Order.
(d) “Softrip Website” means the website used to access the Softrip Online Service and any successor or related site designated by us.
(e) “Services Order” means the document used to submit the order online, identifying the Softrip Online Service and fees ordered herein.
(f) “Software” means Softrip-owned software used to provide Softrip Online Services, including the software listed on an Services Order.
(g) “Term” means the term of the Softrip Online Services you selected.
We will make the Softrip Service available 24 hours a day, 7 days a week, and use commercially reasonable best efforts to provide 100% uptime, except for the following “Uptime Exclusions:” (1) occasional planned downtime at non-peak hours (for which we will provide advance notice); or (2) any unavailability caused by circumstances beyond our reasonable control, including failure or delay of your Internet connection, misconfiguration by you or any third party acting on your behalf, issues on your network, or telecommunications services contracted directly by you.
Softrip Technical Support must be able to reproduce errors in order to resolve them. The Subscriber is expected to cooperate and work closely with Softrip to reproduce errors, including conducting diagnostic or troubleshooting activities as requested and appropriate. Also, subject to the Subscriber’s approval on a Support ticket-by-Support ticket basis, users may be asked to provide remote access to their Softrip application and/or desktop system for troubleshooting purposes.