SaaS Terms and Conditions
The Client is of the opinion that the Provider has the necessary experience and abilities to provide services to the Client.
The Provider is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Provider (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:
Services and Support
The Client hereby agrees to engage Lightmaker for the following services (the “Services”):
- Provide a cloud-based property management Software as a Service (SaaS) to run a property management company.
- Onboarding services and support will be provided by Lightmaker.
- Lightmaker and Client will setup and configure the system as part of the onboarding process.
- Lightmaker and Client are responsible for loading data and content into the SaaS and associated website.
- The SaaS generated website will have a link to Powered by LMPM at the bottom right hand corner.
- The SaaS will provide a best practice uptime of 99.9%, exclusive of scheduled maintenance, with notification to Client of at least five (5) days in advance for scheduled maintenance.
- Client requests for new development stories (each such “story” is a natural language description of one or more desired features) will be assessed by LMPM to determine if these stories should be included in the SaaS Development Roadmap.
- Support requests from Client to be submitted directly to Lightmaker via Intercom rather than email.
LMPM will charge the Client (“Monthly Compensation”) for the Services at the rate of 1% of booking revenue, or USD1,000/month minimum, of revenues booked and managed via LMPM including the trip fees, cleaning fees, and add-on activities (“Booking Revenues”), or as otherwise defined in the main agreement signed by both parties.
Booking Revenues can be found for any period in LMPM >> Dashboard >> Trips >> Trip Items >> Report View >> Item Start Date >> Date Period.
Compensation will be billed on the last day of each month for that month’s Booking Revenues generated.
Invoices submitted by the Provider to the Client are due on receipt and will be charged via Lightmaker’s Stripe account to the Client’s corporate credit card of choice.
- Will be defined in the main agreement signed by both parties.
- Will be defined in the main agreement signed by both parties.
Length of Agreement
This Agreement shall begin on signature of this agreement (the “Effective Date”) and will remain in effect for twelve (12) full calendar months thereafter (the “Initial Term”). After the Initial Term and any successive term(s) thereafter this Agreement will automatically renew for an additional one year term (the Initial Term and each renewal term, together, the “Term”), and will remain in effect until such time as either party terminates this Agreement.
Either Party may terminate this agreement at any time for any reason by giving the other Party at least six (6) full calendar months’ notice of termination. This Agreement may be terminated at any time by written mutual agreement of both Parties. This Agreement may be terminated by either party immediately upon written notice for cause in the event of a material breach of this Agreement by the other party that remains uncured to the reasonable satisfaction of the non-breaching party for a period of thirty (30) days from the date of delivery to the breaching party of written notice of breach and demand for cure thereof. Except as otherwise provided in this Agreement, the obligations of both Parties will end upon the termination of this Agreement.
The Parties agree to undertake commercially reasonable efforts to implement the terms of this Agreement.
“Go-Live” Launch Date
Both Parties shall agree to a “Go-Live” Launch Date.
The minimum monthly fee shall be applied from the “Go-Live” Launch Date even if the Client has not fulfilled their work-list as part of the standard onboarding requirements.
All monetary amounts referred to in this Agreement are in United States Dollars (USD) unless as stated on the main agreement signed by both parties.
Reimbursement of Travel Expenses
If Provider is requested to travel or provide additional support beyond what is contemplated in this Agreement, then Provider will be reimbursed from time-to-time for reasonable and necessary expenses incurred by the Provider in connection with providing such added services or travel. All expenses must be pre-approved by the Client.
Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and Client records.
The Provider agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Provider has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
All written and oral information and material disclosed or provided by the Client to the Provider under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Provider.
Ownership of Intellectual Property
Provider hereby grants to Client during the Term a worldwide, limited, royalty-free, non-exclusive right and license to use and exploit the SaaS platform, including any updates, patches, new versions thereof or thereto, and all associated copyright, patent, trade secret, trademark and any other intellectual property or proprietary rights (“Intellectual Property Rights”) necessary or required in order for Client to exercise its rights to use the SaaS platform as contemplated by this Agreement.
The Client hereby grants to Provider during the Term a worldwide, limited, royalty-free, non-exclusive right and license to use and host on the SaaS platform so much of Client’s proprietary trademarks, content and data necessary or required for Provider to perform the Services as herein contemplated. Except for the limited license granted herein, each of Client retains all of their respective Intellectual Property Rights in and to their proprietary trademarks, content and data uploaded on, generated through use of and/or displayed and published on or over the SaaS platform.
Return of Property
Upon the expiry or termination of this Agreement, the Provider will return to the Client any property, documentation, data, records, or Confidential Information which is the property of the Client.
PCI Compliance and Data Protection Laws
The Provider hereby covenants to the Client the following:
The Provider will make every effort to remain PCI Compliant throughout the Term and will at its own expense maintain this status to the best of their ability. The Provider will follow all guidelines and security standards outlined by the PCI Compliance Act. The Provider will never under any circumstances save or store any credit card information of the Client or Guests of the Client. The Provider shall comply with all data protection laws applicable to the processing of guest information.
All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at their Client or Provider address stated above or to such other address as either Party may from time-to-time notify the other.
Notices may be sent via email if to Provider to firstname.lastname@example.org and if to Client to <Add email>. Notices sent by email and for which the sender does not receive a non-delivery notice shall be deemed delivered.
Each party shall defend, indemnify and hold the other party harmless from and against any claim, loss, damage, suit or proceeding (together “Claim”) suffered or brought by a third party against the indemnified party resulting from breach of the indemnifying party’s obligations, representations and warranties set forth in this Agreement, and shall pay all damages or settlement amounts awarded by final decree or award against the indemnified party only to the limited extent such amounts are based on such Claim (including payment of reasonable attorney’s fees, court costs and costs of other professionals); provided that (a) written notice of the Claim is promptly provided by the indemnified party to the indemnifying party; and (b) the indemnifying party has sole control of the defense of the Claim and all related settlement negotiations, provided that no settlement requiring action or forbearance on the part of the indemnified party shall be entered into without the prior written consent of the indemnified party, which shall not be unreasonably withheld or delayed. The foregoing indemnities shall survive the expiration or termination of this Agreement.
Modification of Agreement
Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
Time is of the Essence
Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
No right or obligation under this Agreement (including the right to receive monies due) may be assigned, delegated or subcontracted by Provider without the prior written consent of Client, and any purported assignment without such consent shall be void. This Agreement will enure to the benefit of and be binding on the Parties and their respective permitted successors and assignees.
Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
Limitation of Liability
EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER PARTY WARRANTS AND NEITHER SHALL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE SERVICES, TELECOMMUNICATIONS SYSTEMS OR THE INTERNET, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER SIMILAR INJURY, DAMAGE OR DISRUPTION OF ANY KIND. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.
Neither Party shall be liable to the other for any consequential, special, incidental, indirect, contingent, punitive or exemplary losses or damages, or any loss of revenue, profit, property or use, or failure to realize expected savings, even if the Party has been advised of the possibility thereof.
All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the Province of British Columbia, Canada or another location mutually agreeable to the Parties. The arbitration shall be conducted on a confidential basis pursuant to the guidelines of ADR Institute of BC (https://adrbc.com). Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees. Any such arbitration shall be conducted by an arbitrator experienced in cloud-based SaaS and shall include a written record of the arbitration hearing. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction.
The laws of Province of British Columbia, Canada, will govern the construction and enforcement of this Agreement and the parties agree that any litigation pertaining to this Agreement shall exclusively be in courts located in the Province of British Columbia, Canada.
Both parties will work in good faith at all times to maintain a positive working relationship.
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