www.canarytechnologies.com
Open in
urlscan Pro
54.203.137.188
Public Scan
URL:
https://www.canarytechnologies.com/terms
Submission: On September 18 via api from IE — Scanned from DE
Submission: On September 18 via api from IE — Scanned from DE
Form analysis 3 forms found in the DOM
Name: wf-form-Footer-Newsletter — GET
<form id="Footer-Newsletter" name="wf-form-Footer-Newsletter" data-name="Footer Newsletter" method="get" class="newsletter-form" aria-label="Footer Newsletter">
<div><label for="First-Name-2">First Name*</label><input type="text" class="newsletter--input w-input" maxlength="256" name="First-Name-2" data-name="First Name 2" placeholder="John" id="First-Name" required=""></div>
<div><label for="Last-Name-2">Last Name*</label><input type="text" class="newsletter--input w-input" maxlength="256" name="Last-Name-2" data-name="Last Name 2" placeholder="Doe" id="Last-Name" required=""></div>
<div><label for="email-2">Email Address*</label><input type="email" class="newsletter--input w-input" maxlength="256" name="email-3" data-name="Email 3" placeholder="example@email.com" id="email" required=""></div>
<div><label for="Company-2">Company *</label><input type="text" class="newsletter--input w-input" maxlength="256" name="Company-2" data-name="Company 2" placeholder="Canary Technologies" id="Company" required=""></div><input type="submit"
value="Subscribe" data-wait="Please wait..." data-action="submit" data-sitekey="reCAPTCHA_site_key" data-callback="onSubmit" class="newsletter--button w-button">
<div id="w-node-_874f91a8-0790-0be5-d799-fe50c1cb8932-52f8d7d3" data-sitekey="6LcknXogAAAAAHG9JU9AfF_EVAlUY9UX32-Z1xAN" class="w-form-formrecaptcha recaptcha g-recaptcha g-recaptcha-error g-recaptcha-disabled">
<div style="width: 304px; height: 78px;">
<div><iframe title="reCAPTCHA"
src="https://www.google.com/recaptcha/api2/anchor?ar=1&k=6LcknXogAAAAAHG9JU9AfF_EVAlUY9UX32-Z1xAN&co=aHR0cHM6Ly93d3cuY2FuYXJ5dGVjaG5vbG9naWVzLmNvbTo0NDM.&hl=de&v=zmiYzsHi8INTJBWt2QZC9aM5&size=normal&cb=uwmz71gxlco8"
width="304" height="78" role="presentation" name="a-rax8nf32qbgo" frameborder="0" scrolling="no" sandbox="allow-forms allow-popups allow-same-origin allow-scripts allow-top-navigation allow-modals allow-popups-to-escape-sandbox"></iframe>
</div><textarea id="g-recaptcha-response" name="g-recaptcha-response" class="g-recaptcha-response"
style="width: 250px; height: 40px; border: 1px solid rgb(193, 193, 193); margin: 10px 25px; padding: 0px; resize: none; display: none;"></textarea>
</div>
</div>
</form>Name: wf-form-write-for-us-2 — GET
<form id="wf-form-write-for-us" name="wf-form-write-for-us-2" data-name="write for us" method="get" aria-label="write for us">
<h3 class="text-align-center">Canary is happy to accept guest blog post submissions. Send us your pitch now.</h3>
<div class="form-field-wrapper"><label for="name-2" class="form-label">Name</label><input type="text" class="form-field w-input" maxlength="256" name="name-2" data-name="Name 2" placeholder="Name" id="name-2"></div>
<div class="form-field-wrapper"><label for="email-3" class="form-label">Email</label><input type="email" class="form-field w-input" maxlength="256" name="email-2" data-name="Email 2" placeholder="Email" id="email-2" required=""></div>
<div class="form-field-wrapper"><label for="field-2" class="form-label">Message</label><textarea id="field-2" name="field-2" maxlength="5000" placeholder="Message" data-name="Field 2" class="form-field w-input"></textarea></div><input type="submit"
value="Submit" data-wait="Please wait..." class="submit-button w-button">
<div data-sitekey="6LcknXogAAAAAHG9JU9AfF_EVAlUY9UX32-Z1xAN" class="w-form-formrecaptcha recaptcha g-recaptcha g-recaptcha-error g-recaptcha-disabled">
<div style="width: 304px; height: 78px;">
<div><iframe title="reCAPTCHA"
src="https://www.google.com/recaptcha/api2/anchor?ar=1&k=6LcknXogAAAAAHG9JU9AfF_EVAlUY9UX32-Z1xAN&co=aHR0cHM6Ly93d3cuY2FuYXJ5dGVjaG5vbG9naWVzLmNvbTo0NDM.&hl=de&v=zmiYzsHi8INTJBWt2QZC9aM5&size=normal&cb=niw0wb27jbru"
width="304" height="78" role="presentation" name="a-i4h0qa6lsii" frameborder="0" scrolling="no" sandbox="allow-forms allow-popups allow-same-origin allow-scripts allow-top-navigation allow-modals allow-popups-to-escape-sandbox"></iframe>
</div><textarea id="g-recaptcha-response-1" name="g-recaptcha-response" class="g-recaptcha-response"
style="width: 250px; height: 40px; border: 1px solid rgb(193, 193, 193); margin: 10px 25px; padding: 0px; resize: none; display: none;"></textarea>
</div><iframe style="display: none;"></iframe>
</div>
</form>Name: email-form — GET
<form id="email-form" name="email-form" data-name="Email Form" method="get" class="cc-form" aria-label="Email Form">
<h2>Privacy Preference Center<br></h2>
<p>By using this website, you agree to the storing of cookies on your device to enhance site navigation, analyze site usage, and assist in our marketing efforts. View our
<a href="https://www.finsweet.com/cookie-consent/#" class="cc-link">Privacy Policy</a> for more information.<br></p>
<div class="consent-block">
<div class="cc-essentials-block">
<div class="cc-prefs_checkbox-label">Essentials</div>
</div>
<p>These items are required to enable basic website functionality.<br></p>
</div>
<div class="consent-block"><label class="w-checkbox cc-prefs_checkbox-field">
<div class="w-checkbox-input w-checkbox-input--inputType-custom cc-prefs_checkbox"></div><input type="checkbox" id="checkbox-3" name="checkbox-3" data-name="Checkbox 3" fs-cc-checkbox="Marketing"
style="opacity:0;position:absolute;z-index:-1"><span class="cc-prefs_checkbox-label w-form-label" for="checkbox-3">Marketing</span>
</label>
<p>These items are used to deliver advertising that is more relevant to you and your interests. They may also be used to limit the number of times you see an advertisement and measure the effectiveness of advertising campaigns. Advertising
networks usually place them with the website operator’s permission.<br></p>
</div>
<div class="consent-block"><label class="w-checkbox cc-prefs_checkbox-field">
<div class="w-checkbox-input w-checkbox-input--inputType-custom cc-prefs_checkbox"></div><input type="checkbox" id="checkbox-3" name="checkbox-3" data-name="Checkbox 3" fs-cc-checkbox="Analytics"
style="opacity:0;position:absolute;z-index:-1"><span class="cc-prefs_checkbox-label w-form-label" for="checkbox-3">Analytics</span>
</label>
<p>These items help the website operator understand how its website performs, how visitors interact with the site, and whether there may be technical issues. This storage type usually doesn’t collect information that identifies a visitor.<br></p>
</div>
<div class="consent-block"><label class="w-checkbox cc-prefs_checkbox-field">
<div class="w-checkbox-input w-checkbox-input--inputType-custom cc-prefs_checkbox"></div><input type="checkbox" id="checkbox-2" name="checkbox-2" data-name="Checkbox 2" fs-cc-checkbox="personalization"
style="opacity:0;position:absolute;z-index:-1"><span class="cc-prefs_checkbox-label w-form-label" for="checkbox-2">Personalization</span>
</label>
<p>These items allow the website to remember choices you make (such as your user name, language, or the region you are in) and provide enhanced, more personal features. For example, a website may provide you with local weather reports or traffic
news by storing data about your current location.<br></p>
</div>
<div class="cc-bottons-row"><a fs-cc="allow" href="#" class="button-main cc w-button" role="button" tabindex="0">Allow all</a><a fs-cc="deny" href="#" class="cc-button secondary w-button" role="button" tabindex="0">Deny all</a><input type="submit"
value="Save and close" data-wait="Please wait..." fs-cc="submit" class="button-main cc w-button" role="button" tabindex="0"></div>
</form>Text Content
Products
Guest Management System
Contactless Check-InContactless CheckoutGuest MessagesDynamic UpsellsDigital
Tipping
Secure Authorizations & Payments
Digital AuthorizationsDigital Contracts
Travel Advisors
Sensitive Data Management
Customers
Company
About Us
CareersPressIntegrations
Blog
Request a Demo
Contact
|
1 877.739.1545
Login
TERMS
TERMS AND CONDITIONS
These Terms and Conditions, including any attached exhibits, and the order which
references these Terms and Conditions (“Order”) are made part of the Master
Services Agreement (collectively, this “Agreement”) between Canary Technologies
Corp. (“Canary”) and the customer identified in the Order (“Customer”). Canary
and Customer may each be referred to herein as a “Party” and collectively as the
“Parties.” The Parties enter into this Agreement as of the effective date set
forth in the Order (the “Effective Date”).
1. DEFINITIONS
“Affiliate” of a Party means: (a) any entity that such Party controls; (b) any
entity that controls such Party; or (c) any entity under common control with
such Party. To “control,” for purposes of this definition, means owning or
otherwise controlling more than 50% of the voting interests of an entity.
“Authorized User” means an employee or contractor of Customer who is authorized
by Customer to access and use the Service on behalf of Customer, and who has
been issued a Service account by Customer that is associated to a unique email
address with a domain name owned or controlled by Customer.
“Customer Data” means all data, content, and information submitted by Authorized
Users into the Service and the Customer-specific output that is generated by
Authorized Users’ use of the Service.
“Documentation” means the user manuals, specifications, and policies, as may be
updated from time to time, that describe the functionality, features, operation,
or use of the Service and that are made available by Canary to Customer.
“Service” means Canary’s provision of its software-as-a-service platform that
enables access to the specific services set forth in the Order (excluding
Customer Data and Third Party Products and Content). References to the “Service”
in this Agreement include the Documentation.
“Third Party Products and Content” means any applications, products, services,
or content that interoperate with the Service and that are provided by Customer
or a third party.
“Professional Services” means any professional services related to Customer’s
use of the Service, such as consulting, implementation, or training services,
provided by Canary to Customer as expressly identified in the Order.
2. CANARY RESPONSIBILITIES
1. Provision of the Service. Subject to the terms and conditions of this
Agreement and during the Term, Canary will: (a) make the Service available
to Customer for use by Authorized Users solely for the internal business
operations of Customer with respect to the specific properties identified on
the Order; and (b) use commercially reasonable efforts to make the Service
available 24 hours a day, 7 days a week, except for planned downtime of
which, to the extent exceeding 10 continuous minutes, Canary uses reasonable
efforts to give at least 48 hours’ advance notice to Customer via the
Service.
2. Updates and Upgrades. The terms of this Agreement will also apply to
updates and upgrades of the Service subsequently provided by Canary to
Customer. Canary may update the functionality, user interfaces, usability,
and Documentation from time to time in its sole discretion as part of its
ongoing mission to improve the Service.
3. Protection of Customer Data. Canary will maintain commercially reasonable
administrative, physical, and technical safeguards designed to prevent
unauthorized access to or use of Customer Data. Before providing necessary
access to Customer Data to a third party service provider, Canary will
require such third party to maintain commercially reasonable data practices
for maintaining the confidentiality and security of Customer Data.
4. Compliance with Laws. Canary will comply with all laws applicable to
Canary’s provisioning of the Service to its customers generally (i.e.,
without regard to the specific nature of the Customer Data or Customer’s
particular use of the Service).
5. Support. As part of the Service, Canary will provide Customer with Canary’s
standard technical support, Documentation, and other online resources to
assist Customer in its use of the Service.
6. Professional Services. If Professional Services are purchased in the Order,
Canary will provide to Customer such Professional Services in accordance
with the Order. Unless stated otherwise in the Order, any timelines provided
in connection with Professional Services are good faith projections and not
guarantees.
3. ACCESS TO AND USE OF THE SERVICE
1. Account Creation and Subscriptions. Customer must identify a primary
Authorized User or group of Authorized Users who will be responsible for
Customer’s master administrator account and for creating Authorized User
accounts. Authorized User accounts cannot be shared or used by more than
one Authorized User. Customer is responsible for maintaining the
confidentiality of its logins, passwords, and accounts and for all
activities that occur under Authorized User accounts.
2. Customer Responsibilities. Customer will: (a) obtain any permissions and
consents required for Authorized Users to access Customer Data in connection
with the Service; (b) be responsible for Authorized Users’ compliance with
this Agreement; (c) be responsible for the accuracy, appropriateness, and
legality of Customer Data; (d) use commercially reasonable efforts to
prevent unauthorized access to or use of the Service, and promptly notify
Canary of any such unauthorized access or use; (e) use the Services only in
accordance with applicable laws and government regulations.
3. Usage Restrictions. Customer may not: (a) make the Service available to, or
use the Service for the benefit of, anyone other than Customer and the
Authorized Users; (b) upload, post, transmit, or otherwise make available to
the Service any content that (i) is unlawful or tortious, or (ii) Customer
does not have a right to make available under any applicable law or under
contractual or fiduciary relationships, or that infringes, misappropriates,
or otherwise violates any intellectual property, privacy, publicity, or
other proprietary rights of any person; (c) sublicense, resell, time share,
or similarly exploit the Service; (d) upload, post, transmit, or otherwise
make available any content or information designed to interrupt, interfere
with, destroy or limit the functionality of any computer software or
hardware or telecommunications equipment; (e) reverse engineer, modify,
adapt, or hack the Service, or otherwise attempt to gain unauthorized access
to the Service or its related systems or networks; or (f) access the Service
to build a competitive product or service.
4. Third Party Products and Content. If Customer enables Third Party Products
and Content for use with the Service: (a) any use by Customer or its
Authorized Users of such Third Party Products and Content is solely the
responsibility of Customer and the applicable provider; (b) Canary does not
guarantee, warrant, or offer support for any such Third Party Products and
Content; (c) Customer acknowledges that the providers of those Third Party
Products and Content may have access to Customer Data in connection with the
interoperation of the Third Party Products and Content with the Service, and
Canary will not be responsible for any use, disclosure, modification or
deletion of such Customer Data.
4. FEES
1. Fees, Invoicing, and Payment. Customer will pay all fees specified in the
Order in accordance with the payment schedule set forth therein. Payment
obligations are non-cancelable and, except as expressly set forth herein,
fees paid are non-refundable. If Customer has elected to pay fees with a
credit card or PayPal account, Customer must provide Canary with a valid
credit card (Visa, MasterCard, or any other issuer accepted by Canary) or
PayPal account of a payment provider (each, a “Payment Provider”) as a
condition to signing up for the Services. Customer’s Payment Provider
agreement governs Customer’s use of the designated credit card or PayPal
account, and Customer must refer to that agreement, not this Agreement, to
determine Customer’s rights and liabilities. By providing Canary with
Customer’s credit card number or PayPal account and associated payment
information, Customer agrees that Canary is authorized to immediately
invoice Customer for all fees and charges as they become due and payable in
accordance with the applicable payment schedule, and that no additional
notice or consent is required. Customer agrees to immediately notify Canary
of any change in Customer’s billing address or the credit card or PayPal
account used for payment hereunder. If “Invoices” are chosen as the payment
method on the Order, all fees will be invoiced by Canary in accordance with
the terms set forth in the Order. Full payment for invoices issued must be
received within thirty (30) days from Customer’s receipt of the invoice. If
any fees owed by Customer (excluding amounts disputed in reasonable and good
faith) have not been paid by the applicable due date, Canary reserves the
right to apply a finance charge of 1.5% per month on any outstanding
balance, or the maximum permitted by law, whichever is lower, and be
reimbursed for all reasonable expenses of collection
2. Taxes. The fees are excusive of, and Customer will be solely responsible
for, all applicable taxes in connection with this Agreement, including any
sales, use, excise, value-added, goods and services, consumption, and other
similar taxes or duties (but excluding taxes based on Canary’s net income).
Should any payment for the services provided by Canary be subject to
withholding tax by any taxing authority, Customer will reimburse Canary for
such withholding tax.
3. Automatic Renewal Fees. Customer authorizes Canary to charge Customer’s
Payment Provider in accordance with the payment schedule set forth in the
Order. If Canary does not receive payment from Customer’s Payment Provider:
(a) Customer agrees to pay all such amounts on demand from Canary; and/or
(b) Customer agrees that Canary may suspend Customer’s access to the Service
until such amounts have been paid.
5. PROPRIETARY RIGHTS
1. Canary Property. Subject to the limited rights expressly granted to
Customer hereunder, Canary reserves and retains, and as between Canary and
Customer, Canary exclusively owns, all rights, title, and interest in and to
the Service, including all modifications, derivative works, upgrades, and
updates thereto, and all related intellectual property rights therein. No
rights are granted by Canary hereunder other than as expressly set forth
herein. If Customer or any Authorized User provides Canary any feedback or
suggestions regarding the Service, then Customer grants Canary an unlimited,
irrevocable, perpetual, sublicensable, royalty-free license to use any such
feedback or suggestions for any purpose without any obligation or
compensation to Customer or any Authorized User. Unless otherwise set forth
in the Order, Canary retains exclusive ownership of all work product created
by Canary in connection with its performance of Professional Services.
2. Customer Data. Customer grants to Canary and its Affiliates a worldwide,
non-exclusive, limited term license to access, use, copy, distribute,
perform, and display Customer Data, and provide necessary access to third
party service providers acting on Canary’s behalf, such as Canary’s hosting
services provider, only: (a) to provide, maintain, and update the Service;
(b) to prevent or address service or technical problems or at Customer's
request in connection with support matters; (c) as compelled by law; or (d)
as expressly permitted in writing by Customer. Subject to the limited
licenses granted herein, Canary acquires no right, title or interest under
this Agreement in or to any Customer Data.
3. Analyses. Notwithstanding anything to the contrary herein, Customer
acknowledges and agrees that Canary may, during and after the Term, (i)
compile statistical and other information related to the performance,
operation, and use of the Service, and (ii) collect, use, and analyze
information derived from Customer Data in aggregated and de-identified form
(collectively “Analyses”), to create statistical analyses, to improve and
enhance the Service, and for research and development purposes in connection
with the Service or other Canary offerings. Canary retains all right, title,
and interest, including all intellectual property rights, in and to
Analyses.
6. CONFIDENTIALITY
1. Definition. “Confidential Information” means all confidential information
disclosed by a party (“Disclosing Party”) to the other party (“Receiving
Party”), whether orally or in writing, that is designated as confidential or
that reasonably should be understood to be confidential given the nature of
the information and the circumstances of disclosure, including all copies
thereof. Confidential Information of Customer includes Customer Data,
Confidential Information of Canary includes the Service (including its
software and content, other than Customer Data) and the work product created
from its performance of any Professional Services, and Confidential
Information of each Party includes the terms of this Agreement. However,
Confidential Information will not include any information that: (a) is or
becomes generally available to the public without breach of any obligation
owed to the Disclosing Party; (b) was known to the Receiving Party prior to
its disclosure by the Disclosing Party without breach of any obligation owed
to the Disclosing Party; (c) is received from a third party without breach
of any obligation owed to the Disclosing Party; or (d) was independently
developed by the Receiving Party without use of or reliance on the
Confidential Information of the Disclosing Party.
2. Protection. The Receiving Party will: (a) use the same degree of care that
it uses to protect the confidentiality of its own confidential information
of like kind (but in no event less than reasonable care); (b) not use any
Confidential Information of the Disclosing Party for any purpose outside the
scope of this Agreement; and (c) except as otherwise authorized by the
Disclosing Party in writing, limit access to Confidential Information of the
Disclosing Party to those of the Receiving Party’s and its Affiliates’
employees, contractors, and agents who need such access for purposes
consistent with this Agreement and who are subject to confidentiality
obligations at least as restrictive as those herein. The Receiving Party
will provide prompt written notice to the Disclosing Party of any
unauthorized use or disclosure of the Disclosing Party’s Confidential
Information. Upon request of the Disclosing Party during the Term, the
Receiving Party will promptly return, or at the Disclosing Party’s option
destroy, any or all Confidential Information of the Disclosing Party in the
Receiving Party’s possession or under its control.
3. Compelled Disclosure. The Receiving Party may disclose Confidential
Information of the Disclosing Party if it is compelled by law to do so,
provided the Receiving Party gives the Disclosing Party prior notice of such
compelled disclosure (to the extent legally permitted) and reasonable
assistance, at the Disclosing Party's request and expense, if the Disclosing
Party wishes to contest the disclosure.
7. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS
1. Mutual Representations. Each Party represents that: (a) it is duly
organized, validly existing, and in good standing under its jurisdiction of
organization and has the right to enter into this Agreement; and (b) the
execution, delivery, and performance of this Agreement are within the
corporate powers of such Party and have been duly authorized by all
necessary corporate action on the part of such Party, and constitute a valid
and binding agreement of such Party.
2. Canary Warranties. Canary warrants that: (a) the Service will perform
materially in accordance with the applicable Documentation; (b) Canary will
not materially decrease the functionality of the Service; and (c) Canary
will perform Professional Services in a professional manner. If Canary
breaches any of the foregoing warranties in this Section, Customer’s
exclusive remedy and Canary’s sole liability will be the correction of the
breach, or if Canary cannot substantially correct the breach within a
commercially reasonable amount of time, Customer may terminate this
Agreement and Canary will refund to Customer any prepaid fees covering the
period remaining in the Term after the effective date of such termination.
3. Customer Warranty. Customer warrants that it has obtained and will maintain
all rights, consents, and permissions necessary for Customer to make
available the Customer Data to Canary for its use as contemplated herein.
4. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN SECTION 7.2, THE
SERVICE AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS
IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND CANARY EXPRESSLY DISCLAIMS
ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE
IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR
PURPOSE, AND NON-INFRINGEMENT. CANARY DOES NOT WARRANT THAT THE SERVICE WILL
BE UNINTERRUPTED OR ERROR-FREE.
8. INDEMNIFICATION
1. Canary Indemnification. Canary will defend Customer and its Affiliates from
and against any lawsuit or proceeding brought by a third party to the extent
alleging that Customer’s use of the Service as permitted hereunder infringes
or misappropriates such third party’s intellectual property rights, and
Canary will indemnify Customer and its Affiliates for any damages and any
reasonable attorneys’ fees finally awarded against them arising from such
lawsuit or proceeding; provided, however, that Canary will have no liability
under this Section to the extent any such lawsuit or proceeding arises from:
(a) Customer Data or Third Party Products and Content; (b) Customer’s or any
of its Affiliates’ or Authorized Users’ negligence, misconduct, or breach of
this Agreement; or (c) any modification or combination of the Service that
is not performed or approved by Canary or specifically set out in the
Documentation.
2. Customer Indemnification. Customer will defend Canary and its Affiliates
from and against any lawsuit or proceeding brought by a third party to the
extent alleging that any Customer Data infringes, misappropriates, or
otherwise violates the rights, including privacy and publicity rights, of
any other party, or that Customer’s or any Authorized User’s particular use
of the Service violates applicable law, and Customer will indemnify Canary
and its Affiliates for any damages and any reasonable attorneys’ fees
finally awarded against them arising from such lawsuit or proceeding;
provided, however, that Customer will have no liability under this Section
to the extent any such lawsuit or proceeding arises from Canary’s or any of
its Affiliates’ negligence, misconduct, or breach of this Agreement.
3. Procedures. The indemnified party will provide the indemnifying party with:
(a) prompt written notice of any matter that is subject to indemnification
hereunder; (b) the right to assume the exclusive defense and control of any
such matter (provided that the indemnified party may participate in the
defense at its own expense); and (c) cooperation with any reasonable
requests assisting the indemnifying party’s defense of such matter. The
indemnifying party may not settle any such lawsuit or proceeding without the
indemnified party’s prior written consent.
4. Exclusive Remedy. This Section 8 states the indemnifying party’s sole
liability, and the indemnified party’s exclusive remedy, for the claims
described in this Section 8.
9. LIMITATION OF LIABILITY
1. Exclusion of Certain Damages. IN NO EVENT WILL EITHER PARTY HAVE ANY
LIABILITY TO THE OTHER PARTY OR TO ANY OTHER PARTY FOR ANY LOST PROFITS OR
REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR
PUNITIVE DAMAGES, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE
EXTENT PROHIBITED BY APPLICABLE LAW.
2. Liability Cap. EXCEPT FOR CUSTOMER’S LIABILITY FOR ITS PAYMENT OBLIGATIONS
UNDER SECTION 4 OR A PARTY’S LIABILITY FOR ITS INDEMNIFICATION OBLIGATIONS
UNDER SECTION 8, ITS BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION
6, OR FOR ITS WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY’S AGGREGATE
LIABILITY RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT ACTUALLY PAID
BY CUSTOMER TO CANARY HEREUNDER IN THE 12 MONTHS PRECEDING THE DATE ON WHICH
THE FIRST CLAIM GIVING RISE TO LIABILITY AROSE.
3. Scope. For the avoidance of doubt, the exclusions and limitations set forth
in Section 9.1 and Section 9.2 will apply with respect to all legal theories
of liability, whether in contract, tort, or otherwise. The Parties agree
that the exclusions and limitations set forth in Section 9.1 and Section 9.2
fairly allocate the risks between the Parties under this Agreement, and that
they have relied on these exclusions and limitations in determining whether
to enter into this Agreement.
10. TERM, TERMINATION, AND SUSPENSION
1. Term of the Agreement. The term of this Agreement commences on the
Effective Date and, unless earlier terminated in accordance with the terms
of this Agreement, will continue for the “Initial Term” specified in the
Order (the “Initial Term”). Thereafter, this Agreement will automatically
renew for successive additional periods of 1 year each (each, a “Renewal
Term”) unless either Party provides the other with written notice of
non-renewal at least 30 days prior to the expiration of the Initial Term or
the then-current Renewal Term. Customer agrees that Canary may modify the
fees for each Renewal Term by providing Customer with written notice of such
modification at least 60 days prior to the expiration of the Initial Term or
the then-current Renewal Term, as applicable. The Initial Term and each
Renewal Term, if any, are collectively referred to herein as the “Term.”
2. Suspension. Canary may suspend Customer’s or any or all Authorized Users’
access to the Service, in whole in part, if: (a) Customer or any Authorized
User is using the Service in violation of this Agreement or any applicable
law; (b) Customer’s or any Authorized Users’ systems or accounts have been
compromised or unlawfully accessed; (c) suspension of the Service is
necessary, in Canary’s reasonable discretion, to protect the security of the
Service or the infrastructure of Canary or its Affiliates; (d) suspension is
required by applicable law; or (e) any fees owed by Customer (excluding
amounts disputed in reasonable and good faith) are 30 days or more overdue,
provided Canary has given Customer 10 or more days’ prior notice.
3. Termination for Cause. Either Party may terminate this Agreement effective
after 30 days’ written notice if the other Party materially breaches this
Agreement and such breach is not cured within such 30-day period. Upon any
termination for cause by Customer, Canary will promptly refund Customer any
prepaid fees covering the period remaining in the Term after the effective
date of such termination. Upon any termination for cause by Canary, Customer
will promptly pay Canary any unpaid fees covering the period remaining in
the Term after the effective date of such termination.
4. Effects of Termination. In no event will any termination of this Agreement
relieve Customer of its obligation to pay any fees payable to Canary for the
period of time prior to the effective date of such termination. Upon any
termination of this Agreement, Customer and all Authorized Users must
immediately cease all use of the Service. For a period of 30 days following
any termination of this Agreement, Canary will, upon Customer’s request,
provide Customer with an export of all current Customer Data in the format
agreed by the Parties. After such 30-day period, Canary will have no
obligation to maintain or provide any Customer Data and Canary will, unless
prohibited by applicable law, delete all Customer Data in its systems or
otherwise in its possession or under its control in accordance with Canary’s
then-current data retention and deletion policies. Subject to this Section,
upon any termination of this Agreement and the Disclosing Party’s request,
the Receiving Party will promptly return, or at the Disclosing Party’s
option destroy, any or all Confidential Information of the Disclosing Party
in the Receiving Party’s possession or under its control.
5. Survival. The sections titled “Protection of Customer Data,” “Fees,”
“Proprietary Rights,” “Confidentiality,” “Indemnification,” “Limitation of
Liability,” “Termination for Cause,” “Effects of Termination,” “Survival,”
and “General Provisions” will survive any termination of this Agreement.
11. GENERAL PROVISIONS
1. Attribution. Customer agrees that Canary may use Customer’s name and logo
to indicate that Customer is a customer of Canary for the Service on
Canary’s website, marketing materials, and in communications with existing
or prospective Canary customers. Any such attribution will be consistent
with Customer’s style guidelines or requirements as communicated to Canary
by Customer.
2. Force Majeure. Except for payment obligations, neither Party will be liable
hereunder by reason of any failure or delay in the performance of its
obligations due to events beyond the reasonable control of such Party, which
may include natural disasters, fires, epidemics, pandemics, riots, war,
terrorism, denial of service attacks, internet outages, labor shortages, and
judicial or government action.
3. Assignment. Neither Party may assign any of its rights or obligations
hereunder, whether by operation of law or otherwise, without the prior
written consent of the other Party. Notwithstanding the foregoing, either
Party may assign or transfer this Agreement in its entirety, without the
consent of the other Party, in connection with a merger or sale of all or
substantially all of its assets. Any purported assignment in violation of
this Section will be null and void. This Agreement will bind and inure to
the benefit of the Parties, their respective successors, and permitted
assigns.
4. Governing Law; Venue. This Agreement, and any disputes arising out of or
related hereto, will be governed exclusively by the internal laws of the
State of California, without regard to its conflicts of laws rules or the
United Nations Convention on the International Sale of Goods. The state and
federal courts located in San Francisco County, California will have
exclusive jurisdiction to adjudicate any dispute arising out of or relating
to this Agreement. Each Party hereby consents to the exclusive jurisdiction
of such courts. Each Party hereby waives any right to jury trial in
connection with any action or litigation in any way arising out of or
related to this Agreement.
5. Notices. All notices under this Agreement will be in writing addressed to
the Parties at the addresses set forth on the Order and will be deemed to
have been duly given: (a) upon receipt if personally delivered or sent by
certified or registered mail with return receipt requested; and (b) the
first business day after sending by email or by next day delivery by a
recognized overnight delivery service.
6. Relationship of the Parties; Third Party Beneficiaries. The Parties are
independent contractors and this Agreement does not create a partnership,
franchise, joint venture, agency, fiduciary, or employment relationship
between the Parties. There are no third party beneficiaries to this
Agreement.
7. Waiver. No failure or delay by either Party in exercising any right under
this Agreement will constitute a waiver of that right.
8. Severability. If any provision of this Agreement is held by a court of
competent jurisdiction to be invalid or unenforceable, such provision will
be modified by the court and interpreted so as best to accomplish the
objectives of the original provision to the fullest extent permitted by law,
and the remaining provisions of this Agreement will remain in full force and
effect.
9. Entire Agreement. This Agreement, including any exhibits and other addenda
hereto and all Orders, constitutes the entire agreement between the Parties
and supersedes all prior and contemporaneous agreements, proposals, or
representations, written or oral, concerning Customer’s purchase and use of
the Service and any Professional Services. No modification, amendment, or
waiver of any provision of this Agreement will be effective unless in
writing and signed by each of the Parties. To the extent of any conflict or
inconsistency between the provisions in the body of this Agreement and any
exhibit or other addendum hereto or any Order, the terms of such addendum or
Order will prevail. Notwithstanding any language to the contrary therein, no
terms or conditions stated in any Customer purchase order or other Customer
order documentation (excluding Orders) will be incorporated into or form any
part of this Agreement, and all such terms or conditions will be null and
void. As used herein, the words “include” and “including” shall be deemed to
be followed by the words “without limitation.”
LEARN HOW CANARY CAN DIGITALIZE YOUR CREDIT CARD AUTHORIZATION PROCESS
Schedule a Demo
JOIN OUR NEWSLETTER
Write for us
First Name*
Last Name*
Email Address*
Company *
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Guest Management
Contactless Check-In
Contactless Checkout
Guest Messages
Dynamic Upsells
Digital Tipping
Secure Authorizations & Payments
Digital Authorizations
Digital Contracts
Travel Advisors
Sensitive Data Mangement
Travel Advisors
Sensitive Data Mangement
Company
About Us
Careers
Blog
Press
Integrations
Customers
Case Studies
Best Western
Wyndham Hotels & Resorts
Choice Hotels
Preferred Hotels & Resorts
Contact
450 9th St. 1st Floor,
San Francisco, CA 94103
575 8th Ave, 9th Floor
New York, NY 10018
1-877-739-1545
info@canarytechnologies.com
Copyright @2022 Canary Technologies
Terms
Privacy
Cookie Policy
All rights reserved
CANARY IS HAPPY TO ACCEPT GUEST BLOG POST SUBMISSIONS. SEND US YOUR PITCH NOW.
Name
Email
Message
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
By clicking “Accept All Cookies”, you agree to the storing of cookies on your
device to enhance site navigation, analyze site usage, and assist in our
marketing efforts. View our Privacy Policy for more information.
Preferences
DenyAccept All
PRIVACY PREFERENCE CENTER
By using this website, you agree to the storing of cookies on your device to
enhance site navigation, analyze site usage, and assist in our marketing
efforts. View our Privacy Policy for more information.
Essentials
These items are required to enable basic website functionality.
Marketing
These items are used to deliver advertising that is more relevant to you and
your interests. They may also be used to limit the number of times you see an
advertisement and measure the effectiveness of advertising campaigns.
Advertising networks usually place them with the website operator’s permission.
Analytics
These items help the website operator understand how its website performs, how
visitors interact with the site, and whether there may be technical issues. This
storage type usually doesn’t collect information that identifies a visitor.
Personalization
These items allow the website to remember choices you make (such as your user
name, language, or the region you are in) and provide enhanced, more personal
features. For example, a website may provide you with local weather reports or
traffic news by storing data about your current location.
Allow allDeny all
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.