UpsellGuru GmbH ("UpsellGuru") a German corporation, with its offices at Richard-Strauss-Allee 13, 60598 Frankfurt am Main ("We", or "Our") provides its up-sell software and related services to You subject to these Terms And Conditions.
These Terms of Service apply to any access or use of the Software (and any content or services provided through the Software) (collectively, the "Software") by you and/or the company or organization on whose behalf you are using the Software (individually and collectively, "you," "your," or "User"). By signing up, accessing, browsing, or otherwise using the Software, you (including on behalf of the company or organization on whose behalf you are accessing the Software or the Services) agree to be legally bound by these Terms of Service.
You acknowledge that these Terms constitute a contract between You and UpsellGuru, even though it is electronic and is not physically signed by You and UpsellGuru, and that these Terms govern Your use of the UpsellGuru Software and supersede any prior agreements between You and UpsellGuru.
UpsellGuru is an online up-selling system for the hospitality industry which allows the service provider to offer hotel room up-sells and additional services to their guests. Any new or other feature added to or augmenting the UpsellGuru Software and related services are also subject to these Terms.
UpsellGuru shall provide You with a username and password to access the Software.
All users who that access the UpsellGuru Software service do so with User account(s) which are provided to them by UpsellGuru. You are responsible for maintaining the confidentiality of your user account information and your password. You agree to accept responsibility for all activities and changes to data that occur under your user account(s) or password(s). UpsellGuru will not be held accountable for changes made by the users.
UpsellGuru shall maintain the Personal Information in strict confidence and shall not disclose the Personal Information to any third party. UpsellGuru is only permitted to process the Personal Information on behalf of the Customer for the specified purpose of sending pre-arrival email to Customer’s hotel guest offering upgrade opportunities as defined by the Customer in UpsellGuru’s system. The quantity and time of the email will be defined by the Customer.
UpsellGuru will not use the Personal Information for any marketing purposes nor make any attempt to contact the Customer’s clients to whom the Personal Information relates.
The Personal Information shall belong to the Customer and UpsellGuru shall therefore obtain no rights of any nature in the Personal Information.
The personal Information shall not be mechanically copied or otherwise reproduced by the Supplier and shall not be altered or supplemented with other data without the express written consent of the Customer.
UpsellGuru guarantees that it will remain strict security over the Personal Information and will preserve the integrity and confidentiality of the Personal Informational at all times.
UpsellGuru confirms that adequate security measures and precautions are in place to protect the Personal Informational at all times in accordance with current with any relevant European Union data protection regulations or directives from time to time.
UpsellGuru currently uses professional data centre facilities of Amazon Web Services (AWS). AWS achieved ISO 27001 certification and has been validated as a Level 1 service provider under the Payment Card Industry (PCI) Data Security Standard (DSS). AWS undergoes annual SOC 1 audits and has been successfully evaluated at the Moderate level for Federal government systems as well as DIACAP Level 2 for DoD systems. The data centre operation and related data security are based upon the strict rules set forth by the EU.
When handling any Personal Information, which is stored on any server, UpsellGuru shall ensure that it is transmitted or transported via a secure delivery method to minimize unauthorized interception and disclosure.
UpsellGuru shall immediately advise the Customer of any suspected or actual breaches in respect of the Personal Information sent by the Customer.
You are solely responsible for the accuracy and currency of the Data entered into the UpsellGuru Software under Your user account. You agree to indemnify UpsellGuru against liability or loss arising from, and cost incurred in connection with any data entered into the UpsellGuru Software under your account.
You agree to pay the fees as per contract or written agreement between You and UpsellGuru. A payment invoice will be issued to the Billing Contact at the end of each month (if your agreement does not state otherwise).
You acknowledge and agree that UpsellGuru GmbH owns all right, title and interests in and to the UpsellGuru Software. UpsellGuru does not grant You any right, title or interest in or to the UpsellGuru Software.
The Software is provided "as is". UpsellGuru GmbH, its related companies, officers, employees and its suppliers hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither UpsellGuru nor its suppliers and licensors, makes any warranty that the Website will be error free or that access thereto will be continuous or uninterrupted. We do not guarantee continuous, uninterrupted access to UpsellGuru Software and related services, and operation of the UpsellGuru Software and our website(s) may be interfered with by numerous factors outside of our control. The use of the Software is at your own discretion and risk.
No Consequential Damages. Under no circumstances and under no legal theory (whether in contract, tort, negligence or otherwise) will either party to these terms, or such party’s affiliates or their respective officers, directors, employees, agents, suppliers or licensors be liable to the other party or any third party for any indirect, incidental, special, exemplary, consequential, punitive or other similar damages, including lost profits, lost sales or business, lost data, business interruption or any other loss incurred by such party in connection with this agreement or the service, regardless of whether such party has been advised of the possibility of or could have foreseen such damages.
Force Majeure And Third Parties. You agree that UpsellGuru is not liable for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of any government authority, war, sabotage, fire, flood, strike or other labour disturbance, interruption of or delay in transportation, unavailability of or delay in telecommunications or third party services, failure of third party software or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of Services.
If any provision in these Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect.
UpsellGuru acknowledges that, in the course of its performance of this Agreement, it may become privy to certain information that You deem s as being proprietary and confidential. Confidential Information means any information of Yours that is by its nature is confidential or is designated by You as confidential. UpsellGuru agrees that it will use Your Confidential Information solely for the purposes of the provision of the UpsellGuru service to You and will not disclose Your Confidential Information, directly or indirectly, to any third party without Your prior written consent.
UpsellGuru GmbH reserves the right to terminate Your access to the UpsellGuru Software at any time for any reason whatsoever with 30 days notice to You. UpsellGuru GmbH shall not be liable to You or any third party for any modification, suspension or discontinuation of the Service. If You breach any of the terms of this agreement. UpsellGuru GmbH reserves the right to terminate Your access to the UpsellGuru Software immediately on becoming aware of such breach.
This agreement shall be governed by and construed in accordance with the laws of Germany, without giving effect to its principles of conflict of laws. Any dispute that may arise between the parties shall be subject to the jurisdiction of the courts in Frankfurt, Germany.