User Agreement

Please review the following information before using RoomChecks Housing AuditSM

Last Revised:  December 21, 2004

RoomChecks LLC, a California limited liability company ("RoomChecks") provides and maintains an Internet Web site (the "Site") with related tools and processes to allow a user (“User” or “you”) to conduct or participate in audits of hotel room blocks, obtain audit results and receive associated services from RoomChecks (the "Services"). The Services and use of the Site are provided under the terms and conditions set forth below and any rules or policies otherwise set forth on this Site (the “Agreement”) and all applicable laws and regulations, including laws and regulations governing copyright, patent, trade secrets and trademark.

1.  Acknowledgment and Acceptance

PLEASE READ THE FOLLOWING TERMS OF AGREEMENT CAREFULLY. BY USING ROOMCHECKS HOUSING AUDIT YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. RoomChecks reserves the right to modify these terms and conditions at any time in its sole discretion; we will alert you to any changes by indicating on these terms and conditions the date they were last updated. Your continued use of this Site following posting of changes or modifications constitutes acceptance of such changes or modifications.

2.  RoomChecks Housing Audit

The Services are provided using RoomChecks Housing Audit software (the “Software”), which is proprietary to RoomChecks. The Software consists of a browser interface, data processing applications, data transmission, and data storage. You are responsible for obtaining and maintaining all computer hardware, software and communications equipment needed to access the Software. RoomChecks makes no guarantee as to the continuous availability of the Software or of any specific feature(s) of the Software. RoomChecks may make changes to this Site or to the Software at any time and without notice. Any new feature that augments or enhances the current version of the Software will be subject to the terms of this Agreement. No rights of any kind are granted with respect to the Software except as set forth herein.

3.  Registration and Account Password

As part of the RoomChecks Housing Audit registration process, users identify an email address and are assigned an account password. You are solely responsible for maintaining the security of your RoomChecks account password and for all uses of the Software in your name.

4.  Use of Proprietary Software

Subject to the terms and conditions of this Agreement, RoomChecks grants you an individual, non-sublicensable, non-exclusive and non-transferable license (the "License") to use the Software, in object code form only, and only in accordance with the applicable end user documentation, if any, and only in conjunction with this Agreement. You will not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Software; modify, translate, or create derivative works based on the Software; copy, rent, lease, distribute, assign, or otherwise transfer rights to the Software; or remove any proprietary notices or labels on the Software. You acknowledge that RoomChecks and its licensors retain ownership of all Software, any portions or copies thereof, and all rights therein including this Site and the “RoomChecks” and “RoomChecks Housing Audit” logos and trademarks (including, but not limited to, graphics, data, layout, "look and feel", inventions, patents, computer code, methods, and processes). Upon termination of this Agreement for any reason, this License will terminate and you will cease to use the Software. THE SOFTWARE IS PROVIDED "AS IS" AND SUBJECT TO THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY FOUND IN THIS AGREEMENT.

You will use RoomChecks Housing Audit only for lawful purposes, in compliance with all applicable national and international laws and regulations including, without limitation, copyright and trademark laws. You agree not to frame or use web framing techniques to enclose any RoomChecks or RoomChecks Housing Audit logo, trademark, or other proprietary information (including the images, content, or layout/design of any page) without express written consent from RoomChecks.

5.  Privacy Policy

It is RoomChecks’s policy to respect the privacy of its customers. For more information, please see our full privacy policy.

RoomChecks reserves the right to access, use, transmit, copy, cache and disclose any information, data, files and other content that you provide in connection with use of RoomChecks Housing Audit or access on this Site ("Content") in order to comply with applicable laws and lawful government requests; to analyze the use and enhance the features of products and services that RoomChecks provides; or to protect RoomChecks or its customers. Such disclosure may include disclosure of licensee names and other registration and identification information. RoomChecks reserves the right, in its sole discretion, to remove any Content from its system but will not be obligated to do so.

6.  Data Maintenance

Audit accounts and the data collected and reports generated for an audit will remain active for a period of three months after the audit is completed and will be retained by RoomChecks for a minimum of six months after the audit is completed.

7.  Disclaimer of Warranties

You acknowledge that there can be no guarantee that online communications and transmissions in connection with your use of the Services will be absolutely secure. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND”AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND.

TO THE FULLEST EXTENT PERMITTED BY LAW, ROOMCHECKS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

ROOMCHECKS MAKES NO WARRANTY THAT THE SERVICES WILL MEET THE USER’S REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, VIRUS FREE, OR ERROR FREE.  ROOMCHECKS MAKES NO WARRANTY THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. IT IS SOLELY THE RESPONSIBILITY OF THE USER TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF INFORMATION RECEIVED USING THE SERVICES.

ROOMCHECKS DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE RELIABILITY OR ACCURACY OF THE INFORMATION SUPPLIED TO ROOMCHECKS IN CONNECTION WITH AN AUDIT. ROOMCHECKS DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OR THE CONSEQUENCES OF USE OF ANY AUDIT RESULTS NOR DOES ROOMCHECKS WARRANT THE USEFULNESS OF ANY AUDIT RESULTS.

USER UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH USE OF THE SERVICES OR THE SITE IS DONE AT USER'S OWN DISCRETION AND RISK AND THAT USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO USER'S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY A USER FROM THE SERVICE OR THE SITE OR FROM ROOMCHECKS WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

8.  Limitation of Liability

ROOMCHECKS IS NOT RESPONSIBLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS OR REVENUE, BUSINESS INTERRUPTION OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THE COST OF ANY SUBSTITUTE PROCUREMENT) RESULTING FROM USE OF OR RELIANCE IN ANY WAY ON ANY AUDIT OR AUDIT RESULTS CREATED ON OR THROUGH THE SERVICES OR THE SITE, WHETHER OR NOT FORESEEABLE AND EVEN IF ROOMCHECKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF A USER IS DISSATISFIED WITH THE SERVICES OR THE SITE, OR WITH ANY TERM OF THE AGREEMENT, THE USER’S SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES AND LEAVE THE SITE IMMEDIATELY.

9.  Indemnification

You agree to indemnify and hold harmless RoomChecks, its subsidiaries, affiliates, officers and employees, and users, against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorneys' fees) in connection with any claim or action by any third party due to or arising out of your violation of this Agreement, your infringement of any intellectual property or other right of any person or entity through your use of the Services, or otherwise arising from or relating to your use of the Services.

10.  Copyrights, Trademarks

All text, graphics, information and materials, as well as the selection and arrangement thereof, on this Site are protected under copyright. You may view, copy or print pages from this Site solely for personal, non-commercial purposes. You may not otherwise use, modify, copy, print, display, reproduce, distribute or publish any information from this Site without the express written permission of RoomChecks. “RoomChecks” and “RoomChecks Housing Audit” and all page headers, custom graphics and button icons on this Site are trademarks and/or trade dress of RoomChecks. All other trademarks, product names and company names or logos cited on the Site are the property of their respective owners. ALL RIGHTS ARE RESERVED AND NO TRADEMARK LICENSE IS GRANTED HEREBY.

11.  Notices

Notices, if any, will be in writing and will be made either via email, facsimile or conventional mail. Notices and information will be sent to audit participants at the latest email or street address RoomChecks has on record for the participant. Notices to RoomChecks will be sent to admin@roomchecks.com or RoomChecks LLC, 1700 The Alameda, 2nd Floor, San Jose, CA 95126.

12.  Miscellaneous

No agency, partnership, joint venture, or employment is created as a result of this Agreement and the User does not have any authority of any kind to bind RoomChecks in any respect whatsoever. Failure of either party to exercise any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, the provision will be limited or eliminated to the minimum extent necessary so that this Agreement otherwise remains in full force and effect. This Agreement is not assignable, transferable or sublicensable by the User except with prior written consent from RoomChecks. RoomChecks may assign this Agreement to any third party at its sole discretion. This Agreement will be governed by and construed in accordance with the laws of the state of California without regard to the conflict of laws provisions thereof. Both parties agree to submit to the exclusive jurisdiction of state and federal courts in Santa Clara County, California. In any action or proceeding to enforce rights under this Agreement, including appeals, the prevailing party will be entitled to recover costs and reasonable attorneys' fees. This Site may have links to other sites on the World Wide Web; such inclusion of links to these sites is not an endorsement of such sites and RoomChecks makes no warranty or representation regarding the content (its accuracy, timeliness or otherwise) or the products and/or services available on such sites. All risk for linking to and interacting with such sites is borne by the User. The section titles in this Agreement are solely used for the convenience of the parties and have no legal or contractual significance. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement.

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