Sales Agreement Legal Terms
WARRANTIES.
No warranties exist unless expressly stated and not merely implied.
INTELLECTUAL PROPERTY AND PERSONAL DATA.
CiiRUS is sole owner of all intellectual property it creates for Customer’s benefit or otherwise and CiiRUS has permission to share Customer’s personal data when necessary to perform its contractual duties.
NO JOINT VENTURE OR PARTNERSHIP.
Nothing in this Agreement shall be deemed to create a joint venture or partnership between the parties hereto.
ASSIGNMENT.
Any attempted assignment or delegation of this Agreement shall be invalid.
THIRD PARTY BENEFICIARIES.
The parties agree no third party, except for any party named in this Agreement, has any rights under this agreement as a third-party beneficiary and any benefits received are merely incidental.
FORUM.
Although no known causes exist for civil litigation, the 9th Judicial Circuit of FL shall be the exclusive forum for any claims related to this Agreement that do not go to arbitration unless there exists exclusive Federal jurisdiction, in which case it shall be the U.S. Dist. Ct. for the Middle District of FL. Law. Although not foreseeable, any dispute between the parties in a court of law, whether arising out of this agreement or otherwise, shall be governed by the laws of FL to the exclusion of all other laws, conflict of law principles, and other legal theories. In all events, the parties waive their rights to a jury trial.
INTERPRETATION.
Any vague or ambiguous terms within this Agreement shall be interpreted and construed based on the usual and customary usage of the relevant industry in Florida. Headings are solely for convenience and neither constitute part of the agreement nor affect its interpretation. This agreement shall not be construed in favor of the non-drafting party.
SEVERABILITY.
If any provision of this Agreement is invalid or unenforceable under governing law, it shall, to the extent possible, be construed or applied in such a manner as will permit enforcement; otherwise this Agreement shall be construed as if that provision had never existed.
ATTORNEYS FEES.
The prevailing party is entitled to reasonable attorney’s fees and costs for any actions taken, pre-suit or otherwise, to collect any payment due or enforce any terms under this agreement. Non-Disparagement. You agree to not make any comments which could reasonably be construed as reflecting negatively upon Ciirus, its staff or its agents including, but not limited to those made via social media, BBB, administrative agencies, or regulatory authorities.
Chargebacks.
Customer waives any right to dispute a credit or debit charge, request or demand a chargeback, or dispute that a detailed item description was provided, contact information was clearly and prominently displayed, and grievance policy instructions were provided.
Limitation of Liability
Except for breach of this Agreement, negligence or willful malfeasance, CiiRUS, INC. SHALL NOT be liable for any damages whatsoever, and in particular CiiRUS, Inc. shall not be liable for any special, indirect, consequential, or incidental damages, or damages for lost profits, loss of revenue, or loss of use, arising out of or related to this website and associated software or the information contained in it, whether such damages arise in contract, tort, under statute, in equity, at law, or otherwise, even if Ciirus, Inc. has been advised of the possibility of such damages. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE SOME OF THE ABOVE LIMITATIONS IS INAPPLICABLE.
Indemnification, Holding Harmless, and Defending
Each of the parties agrees to indemnify and hold harmless the other from any damage, loss, cost or liability (including legal fees and the costs of enforcing this provision) arising out of or resulting from any breach by it (or any of its employees) of any term of this Agreement, including, without limitation, the unauthorized use or disclosure by it or any of its employees of the Confidential Information or any portion thereof. Each Party agrees to indemnify, hold harmless, and defend the other party, its affiliates, and its respective officers, directors, agents, and employees from any and all third-party claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys’ fees and costs, arising out of, or relating to, this Agreement, if caused by the indemnifying party.
User Accounts
All Users of the Service shall receive a password and an account. Users are entirely responsible for any and all activities which occur under their account whether authorized or not authorized. Both parties agree to notify the other of any unauthorized use of User's account or any other breach of security known or should be known to each party. User's right to use the Service is personal to the User. User agrees not to resell or make any commercial use of the Service without the express written consent of CiiRUS, Inc. Payment for the user’s account will be automatically taken on or around the 28th (or two days prior to the last day of the month) of each month from the credit card or bank account on file. The charges will be for the number of active properties on the user account on the day of charging. Any additional charges for services, gateway fees, commissions or services ordered, or one-off setup charges will be charged to the credit card on file.Any invoice discrepancies must be reported to Customer Service (Subscriptions@CiiRUS.com) within 30 days of invoice date. Unpaid charges may result in interrupted service. Chargebacks or reversal of charges will result in Immediate suspension of the account. All outstanding charges and chargeback costs or bank charges must be paid in full before the account will be reactivated. Custom software development and website development must be paid within 30 days or upon completion (whichever comes first) of agreement from commencement date, via verbal or written agreement. Payment will be charged to the card on file. Part or complete data that originates from a third party shall not be transmitted, output to an external party (including, but not limited to software systems and internet data transmission) or processed in any way by a third party. This includes but not limited to data received from travel partners, listing channels, OTA's or any suppliers connected to the CiiRUS, Inc. network. CiiRUS, Inc. has agreements in place that prohibits the distribution or re- distribution of data. Screen scraping and iCal or any form of data copying, transfer, export, replication including but not limited to calendar, rates, images, and descriptions is prohibited (contact Ciirus, Inc. for options). Externally hosted services are not supported. Users consent to provide CiiRUS channel partners with data relating to bookings generated only by the respective partner. This includes but is not limited to reservation data, financials, and guest contact information. Booking homes that reside on the CiiRUS network that are not managed by the master registered property manager are charged at 1% of the total booking value unless contracted on the "Option 2" flat pricing. Using the CiiRUS Channel Manager to book homes that are managed by the master registered property manager, or otherwise, is also charged at 1% of the total booking value, unless contracted on the "Option 2" flat pricing. Booking homes that reside on the CiiRUS network that are not managed by the master registered property manager requires written permission from CiiRUS and the registered property manager.
Secure Socket Layer (SSL)
Secure Sockets Layer (SSL) is the current IT industry standard security technology for establishing an encrypted link between a web server and a browser. This link intends that all data passed between the web server and browsers or other servers remain private and integral. This security protocol is not perfect and has had numerous attacks/vulnerabilities documented. This technology and its use is an attempt at protecting data transmission and it is not a guarantee of security. Except for breach of this Agreement, negligence or willful malfeasance, all parties shall defend, indemnify and hold harmless CiiRUS, Inc. and its directors, officers, employees, agents, stockholders, affiliates, subcontractors and customers from and against all allegations, claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses (including without limitation attorneys’ fees and costs) which arise out of, relate to or result from any act, omission, or use of the Secure Sockets Layer. CiiRUS will ensure that, to the best of its ability and industry knowledge, it uses the most secure SSL/TLS algorithms and update these algorithms as such become feasibly available.
Compliance with Laws
User assumes knowledge of applicable law and is responsible for compliance with any such laws as it pertains to its business. User may not use the Service in any way that violates applicable state, federal, or international laws, regulations, or other government requirements. User further agrees not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law or regulation .Participating Merchant Policies Related services and offerings with links from this web site, including vendor websites, have their own privacy statements that can be viewed by clicking on the corresponding links within each respective website. Online merchants and others who participate in Ciirus, Inc. services are encouraged to participate in industry privacy initiatives and to take a responsible attitude towards consumer privacy. However, since we do not have direct control over the policies or practices of participating merchants and other third parties, we are not responsible for the privacy practices or contents of those websites. We recommend and encourage that you always review the privacy policies of merchants and other third parties before you provide any personal information or complete any transaction with such parties.
Confidential Information
For purposes of this Agreement, Confidential Information means any information of one party disclosed and/or to which any of the parties may have access to, that is, or should be reasonably understood to be, confidential or proprietary to the Recipient regardless of the medium in which such information shall appear, such as information concerning each party’s business and any company with which the Discloser is contracted with or obligated to, working to or shall attempt to acquire or otherwise make an arrangement with, and any products, services, content, finances, patent applications, product designs and plans, prospect, customer or employee lists or information, other marketing, sales, and technical information and solutions, IT systems and processes, and other unpublished information of the Discloser and any such company. The Recipient shall make use of the Confidential Information to the extent necessary to perform the services under this Agreement and as required by laws and regulations including but not limited to PCI compliance and the GDPR.” Confidential information may include but shall not be limited to: technical data or know-how relating to discoveries, ideas, inventions, concepts, software, equipment, designs, drawing, specifications, demonstration or test scripts, content under development, unpublished patent applications, techniques, processes, models, data, documentation, diagrams, flow charts, research, development, business plans or opportunities, business strategies, future projects, products or services, projects, products or services under consideration, procedures, trade secrets, purchasing information, business ideas or concepts, computer systems information, computer software, strategy, marketing methods, information related to finances, costs, pricing, vendors, customers, employees, account transactions, owner, renter or purchaser information; to include personal information, owner, renter or purchaser prospect lists, including but not limited to any lists of persons provided to or by discloser or any other information to which such party gains access during the performance of this Agreement whether before, on, or after the date hereof, directly or indirectly, in writing, orally, or by drawings or inspection of equipment or software, to the other party or any of its employees or agents (collectively defined as "Confidential Information”).