Terms and Conditions -All in One Hotel Concierge Application

Main Terms and Conditions

1. Terms

By accessing the website and application at https://servrhotels.com or using our application “Servr,” you are agreeing to be bound by these terms of service, all applicable laws, and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this website and application are protected by applicable copyright and trademark law.

2. Use License

Permission is granted to temporarily download one copy of the materials (information or software) on Servr LTD.’s website and application for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license, you may not:
1. modify or copy the materials;
2. use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
3. attempt to decompile or reverse engineer any software contained on Servr LTD.’s website and application or application;
4. remove any copyright or other proprietary notations from the materials; or
5. transfer the materials to another person or “mirror” the materials on any other server.
This license shall automatically terminate if you violate any of these restrictions and may be terminated by Servr LTD. at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.

3. Disclaimer

The materials on Servr LTD.’s website and application and application are provided on an ‘as is’ basis. Servr LTD. makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights.
Further, Servr LTD. does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its website and application or otherwise relating to such materials or on any sites linked to this site.

4. Limitations

In no event shall Servr LTD. or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption) arising out of the use or inability to use the materials on Servr LTD.’s website and application and application, even if Servr LTD. or a Servr LTD. authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.

5. Accuracy of materials

The materials appearing on Servr LTD.’s website and application could include technical, typographical, or photographic errors. Servr LTD. does not warrant that any of the materials on its website and application are accurate, complete, or current. Servr LTD. may make changes to the materials contained on its website and application at any time without notice. However Servr LTD. does not make any commitment to update the materials.

6. Links

Servr LTD. has not reviewed all of the sites linked to its website and application and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Servr LTD. of the site. The use of any such linked website and application is at the user’s own risk.

7. Modifications

Servr LTD. may revise these terms of service for its website and application at any time without notice. By using this website and application you are agreeing to be bound by the then current version of these terms of service.

8. Governing Law

These terms and conditions are governed by and construed in accordance with the laws of Hong Kong and you irrevocably submit to the exclusive jurisdiction of the courts in that State or location.

Privacy Policy

Your privacy is important to us. It is Servr LTD.’s policy to respect your privacy regarding any information we may collect from you across our website and application, https://servrhotels.com, and other sites we own and operate.

1. Information we collect

Log data

When you visit our website and application, our servers may automatically log the standard data provided by your web browser. It may include your computer’s Internet Protocol (IP) address, your browser type and version, the pages you visit, the time and date of your visit, the time spent on each page, and other details.

Device data

We may also collect data about the device you’re using to access our website and application. This data may include the device type, operating system, unique device identifiers, device settings, and geo-location data. What we collect can depend on the individual settings of your device and software. We recommend checking the policies of your device manufacturer or software provider to learn what information they make available to us.

Personal information

We may ask for personal information, such as your:

Name
Email
Social media profiles
Date of birth
Phone/mobile number
Home/Mailing address
website and application address
Payment information
Driver’s licence details
Passport number

Business data

Business data refers to data that accumulates over the normal course of operation on our platform. This may include transaction records, stored files, user profiles, analytics data and other metrics, as well as other types of information, created or generated, as users interact with our services.

2. Legal bases for processing

We will process your personal information lawfully, fairly and in a transparent manner. We collect and process information about you only where we have legal bases for doing so.

These legal bases depend on the services you use and how you use them, meaning we collect and use your information only where:

it’s necessary for the performance of a contract to which you are a party or to take steps at your request before entering into such a contract (for example, when we provide a service you request from us);
it satisfies a legitimate interest (which is not overridden by your data protection interests), such as for research and development, to market and promote our services, and to protect our legal rights and interests;
you give us consent to do so for a specific purpose (for example, you might consent to us sending you our newsletter); or
we need to process your data to comply with a legal obligation.

Where you consent to our use of information about you for a specific purpose, you have the right to change your mind at any time (but this will not affect any processing that has already taken place).

We don’t keep personal information for longer than is necessary. While we retain this information, we will protect it within commercially acceptable means to prevent loss and theft, as well as unauthorized access, disclosure, copying, use or modification. That said, we advise that no method of electronic transmission or storage is 100% secure and cannot guarantee absolute data security. If necessary, we may retain your personal information for our compliance with a legal obligation or in order to protect your vital interests or the vital interests of another natural person.

3. Collection and use of information

We may collect, hold, use and disclose information for the following purposes and personal information will not be further processed in a manner that is incompatible with these purposes:

to provide you with our platform’s core features;
to process any transactional or ongoing payments;
to enable you to access and use our website and application, associated applications and associated social media platforms;
to contact and communicate with you;
for internal record keeping and administrative purposes;
for analytics, market research and business development, including to operate and improve our website and application, associated applications and associated social media platforms;
for advertising and marketing, including to send you promotional information about our products and services and information about third parties that we consider may be of interest to you; and
to comply with our legal obligations and resolve any disputes that we may have.

4. Disclosure of personal information to third parties

We may disclose personal information to:

third party service providers for the purpose of enabling them to provide their services, including (without limitation) IT service providers, data storage, hosting and server providers, ad networks, analytics, error loggers, debt collectors, maintenance or problem-solving providers, marketing or advertising providers, professional advisors and payment systems operators;
our employees, contractors and/or related entities;
sponsors or promoters of any competition we run;
credit reporting agencies, courts, tribunals and regulatory authorities, in the event you fail to pay for goods or services we have provided to you;
courts, tribunals, regulatory authorities and law enforcement officers, as required by law, in connection with any actual or prospective legal proceedings, or in order to establish, exercise or defend our legal rights;
third parties, including agents or sub-contractors, who assist us in providing information, products, services or direct marketing to you; and
third parties to collect and process data.

5. International transfers of personal information

The personal information we collect is stored and processed where we or our partners, affiliates and third-party providers maintain facilities. By providing us with your personal information, you consent to the disclosure to these overseas third parties.

We will ensure that any transfer of personal information from countries in the European Economic Area (EEA) to countries outside the EEA will be protected by appropriate safeguards, for example by using standard data protection clauses approved by the European Commission, or the use of binding corporate rules or other legally accepted means.

Where we transfer personal information from a non-EEA country to another country, you acknowledge that third parties in other jurisdictions may not be subject to similar data protection laws to the ones in our jurisdiction. There are risks if any such third party engages in any act or practice that would contravene the data privacy laws in our jurisdiction and this might mean that you will not be able to seek redress under our jurisdiction’s privacy laws.

6. Your rights and controlling your personal information

Choice and consent: By providing personal information to us, you consent to us collecting, holding, using and disclosing your personal information in accordance with this privacy policy. If you are under 16 years of age, you must have, and warrant to the extent permitted by law to us, that you have your parent or legal guardian’s permission to access and use the website and application and they (your parents or guardian) have consented to you providing us with your personal information. You do not have to provide personal information to us, however, if you do not, it may affect your use of this website and application or the products and/or services offered on or through it.

Information from third parties: If we receive personal information about you from a third party, we will protect it as set out in this privacy policy. If you are a third party providing personal information about somebody else, you represent and warrant that you have such person’s consent to provide the personal information to us.

Restrict: You may choose to restrict the collection or use of your personal information. If you have previously agreed to us using your personal information for direct marketing purposes, you may change your mind at any time by contacting us using the details below. If you ask us to restrict or limit how we process your personal information, we will let you know how the restriction affects your use of our website and application or products and services.

Access and data portability: You may request details of the personal information that we hold about you. You may request a copy of the personal information we hold about you. Where possible, we will provide this information in CSV format or other easily readable machine format. You may request that we erase the personal information we hold about you at any time. You may also request that we transfer this personal information to another third party.

Correction: If you believe that any information we hold about you is inaccurate, out of date, incomplete, irrelevant or misleading, please contact us using the details below. We will take reasonable steps to correct any information found to be inaccurate, incomplete, misleading or out of date.

Notification of data breaches: We will comply laws applicable to us in respect of any data breach.

Complaints: If you believe that we have breached a relevant data protection law and wish to make a complaint, please contact us using the details below and provide us with full details of the alleged breach. We will promptly investigate your complaint and respond to you, in writing, setting out the outcome of our investigation and the steps we will take to deal with your complaint. You also have the right to contact a regulatory body or data protection authority in relation to your complaint.

Unsubscribe: To unsubscribe from our e-mail database or opt-out of communications (including marketing communications), please contact us using the details below or opt-out using the opt-out facilities provided in the communication.

7. Cookies

We use “cookies” to collect information about you and your activity across our site. A cookie is a small piece of data that our website and application stores on your computer, and accesses each time you visit, so we can understand how you use our site. This helps us serve you content based on preferences you have specified. Please refer to our Cookie Policy for more information.

8. Business transfers

If we or our assets are acquired, or in the unlikely event that we go out of business or enter bankruptcy, we would include data among the assets transferred to any parties who acquire us. You acknowledge that such transfers may occur, and that any parties who acquire us may continue to use your personal information according to this policy.

9. Limits of our policy

Our website and application may link to external sites that are not operated by us. Please be aware that we have no control over the content and policies of those sites, and cannot accept responsibility or liability for their respective privacy practices.

10. Changes to this policy

At our discretion, we may change our privacy policy to reflect current acceptable practices. We will take reasonable steps to let users know about changes via our website and application. Your continued use of this site after any changes to this policy will be regarded as acceptance of our practices around privacy and personal information.

If we make a significant change to this privacy policy, for example changing a lawful basis on which we process your personal information, we will ask you to re-consent to the amended privacy policy.

This policy is effective as of November 9, 2020.

Servr Hotel Subscription Terms and Conditions

SERVR offers its customers (“Customers”) a Software-as-a-Service hotel services automation solution (the “Software”). The Software, which is made available as a hosted service together with any related services provided by SERVR such as technical support services, are referred to herein as the “Services”.

The terms and conditions set forth herein (“Subscription Terms”) together with the Order Form (as defined below), govern the access and use of SERVR’s Software and Services. This is a legal agreement between (a) Customer, its employees, agents, and any other Customer authorized personnel, who use or access the Services under Customer’s account or on Customer’s behalf (“Customer”, “user”, “you” or “your”) and (b) SERVR Ltd. (“SERVR”).

PLEASE READ CAREFULLY THESE SUBSCRIPTION TERMS BEFORE ONBOARDING, INSTALLING, REGISTERING, ACCESSING, OR OTHERWISE USING THE SERVICES PROVIDED TO YOU BY SERVR. THESE SUBSCRIPTION TERMS GOVERN YOUR USE OF THE SERVICES HOWEVER THEY WERE ACQUIRED, INCLUDING WITHOUT LIMITATION DIRECTLY VIA SERVR, OR INDIRECTLY THROUGH AN AUTHORIZED DISTRIBUTOR, OR RESELLER, OR OTHER THIRD PARTY ON ITS BEHALF, DURING THE ENTIRE SUBSCRIPTION PERIOD (AS DEFINED BELOW). BY CLICKING “ACCEPT”, ONBOARDING, INSTALLING, REGISTERING, ACCESSING, OR OTHERWISE USING THE SERVICES, YOU ARE ACCEPTING AND AGREEING TO BE BOUND BY ALL THESE SUBSCRIPTION TERMS (“EFFECTIVE DATE”) AND REPRESENTING THAT YOU HAVE FULL RIGHT, POWER, AND AUTHORITY TO ENTER INTO AND PERFORM HEREUNDER AND THAT THE USE OF AND ACCESS TO THE SERVICES ASSOCIATED WITH CUSTOMER, ARE PERFORMED UNDER CUSTOMER’S AUTHORIZATION AND SHALL INURE TO THE BENEFIT OR LIABILITY OF THE CUSTOMER.

IF YOU DO NOT AGREE TO THESE SUBSCRIPTION TERMS, DO NOT CLICK “ACCEPT” AND DO NOT ONBOARD, INSTALL, REGISTER, ACCESS, OR OTHERWISE USE THE SERVICES. FURTHERMORE, YOU HEREBY WAIVE ANY RIGHTS OR REQUIREMENTS UNDER ANY LAWS OR REGULATIONS IN ANY JURISDICTION WHICH REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW. BOTH SERVR AND YOU MAY INDIVIDUALLY BE REFERRED TO AS A “PARTY” OR COLLECTIVELY AS “PARTIES”.

1) SUBSCRIPTION RIGHTS; RESTRICTIONS

1.1 SERVR grants you, subject to full compliance with these Subscription Terms, a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Period to use, access, and operate the Software as provided, deployed, installed, and configured by SERVR, solely for your internal use and not for any further commercialization or provision of services (which are essentially provision of the Software benefits to any third party), all strictly in accordance with the Software specifications and documentation as may be made available by SERVR from time to time (“Documentation”) and these Subscription Terms.

1.2 Use Restrictions

1.2.1 Unless otherwise expressly provided herein, you agree that you will not, nor will you authorize any third party to: (a) distribute, license, sublicense, or sell the Software to any third party; (b) modify, alter, copy, transfer, emulate or create any derivative works of the Software or of any part thereof; (c) reverse engineer, decompile, decode, decrypt, disassemble, or in any way attempt to derive source code, know-how or designs from the Software or any part thereof; (d) remove, alter or obscure any copyright, trademark or other proprietary rights notice, on or in, the Software or the Documentation; (e) bundle, integrate, or attempt to integrate with the Software, any third-party software technology other than as expressly permitted in writing by SERVR (including through the Documentation); (f) use the Software for any benchmarking or for competing development activities, or publish or disclose to any third party any technical features, quality, performance, benchmark test, or comparative analyses relating to the Software or the Services, except for your internal use; or (g) use the Software or the Services unlawfully or to infringe third parties’ rights.

1.2.2 Upon executing the Order Form, you shall complete the registration form and create personal access credentials (“User IDs”) for the use of the Services by you and your employees (“Authorized Users”), subject to the terms and conditions of these Subscription Terms. You may only access the Services through the User IDs created based on an applicable Order Form. You (and as applicable your Authorized Users) must provide accurate and complete information for registering and creating the User ID, shall not misrepresent its identity and agree to keep your information up to date. You are solely responsible for maintaining the confidentiality of the User IDs. Any instruction, action or activity occurring through any such User IDs shall be deemed to be provided or taken by you, including any act or omission of your employees and you shall be solely responsible for all activities that occur under such User IDs, including any unauthorized use of such User IDs, any other breach of security, or any related damage or loss. If you wish to either change your User ID or registration information, you can contact SERVE at: [email protected]

1.3 Use by Hosting Service Providers. Unless SERVR provides you with a separate express authorization, SERVR strictly prohibits you from making the Services or the Software available to any third party, whether as hosting service provider, or on a rental, service bureau, cloud service, hosted service, or other similar basis. If Servr expressly permits you to make the Services or the Software available to your clients or other third parties pursuant to this Section ‎3, You agree to provide to SERVR at its request a detailed written report of the prospective or existing clients or other third parties who will use the Services or the Software via your hosted account. SERVR retains the right to either approve or reject any clients or other third parties at its discretion and without liability. You are and shall remain liable for any acts or omissions in breach of the provisions of Sections ‎1.1, ‎1.2, ‎1.3 and ‎4 of this Agreement by any and all such customers, and SERVR’s approval under this section 1.3. shall not relieve your responsibility for the acts and omissions of such clients or other third parties.

1.4 SERVR reserves the right to modify, correct, amend, enhance, improve, or make other changes to the Software or the Services which do not have a substantial adverse effect thereon without notice, at any time. In the event of a temporary or permanent discontinuation of the Software or Services, or in the event of a modification to the Software or Services or to a part thereof which is reasonably expected to have a material adverse impact thereon, SERVR will make reasonable efforts to provide you with reasonable prior written notice in advance. You agree that SERVR shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Software or Services under this Section.

1.5 Third Party Software. By accepting these subscription terms, you confirm and acknowledge the utilization of third-party components in the Software including without limitation components licensed under free or open-source licenses, and you herby consent to and acknowledge use of such third party components and that use of such third party components may be subject to separate terms, licenses and notices which will be made available to you together with the Software. Without derogating from SERVR’s limited warranty provided in section 3 below (Limited Warranty; Disclaimers), such third-party components are utilized on an “as is” basis without any warranty whatsoever.

1.6 Export Restrictions. You acknowledge that the Software or Services may be subject to certain export laws and regulations concerning the transfer of the Software or the Services or any part thereof across international borders. You will comply with all applicable national and international laws that apply to your use of the Software or the Services, including without limitation, the end user and destination restrictions which may be issued by the government of each applicable jurisdiction from time to time.

1.7 Feedback. You may provide SERVR with feedback regarding the use, operation, performance, and functionality of the Software or the Services, including identifying potential errors and improvements (“Feedback”). You hereby grant SERVR a perpetual, irrevocable, worldwide, unlimited, sublicensable, fully paid-up and royalty-free right to use the Feedback in any manner.

1.8 Support. SERVR will provide you with its standard maintenance & support for the Services.

1.9 Customer Undertakings and Representations.

1.9.1 Customer hereby undertakes and represents to SERVR that: (i) it has all necessary rights, authorizations and licenses needed for SERVR’s access and use of Customer’s systems and Data (as defined below), in order for SERVR to deliver the Software and Services under these Subscription Terms, including without limitation the access and use of third party systems used by Customer such as Customer’s Property Management System (collectively “Customer Systems”); (ii) there is no restriction or limitation in connection with the Customer Systems, which may prevent SERVR from fulfilling its obligations hereunder; (iii) access or use of the Customer Systems by SERVR shall not infringe or misappropriate third party’s intellectual property rights or other proprietary rights, or breach any contractual obligations that you are bound by with any third party, and (iv) when accessing and using the Software or Services under these Subscription Terms, you will comply with all applicable laws and regulations including without limitation privacy laws and regulations.

1.9.2 Subject to these Subscription Terms, you shall indemnify and hold SERVR and its respective officers, directors, employees and successors and permitted assigns (the “SERVR Indemnified Parties”), harmless from and against any costs and damages as a result of, and defend the SERVR Indemnified Parties against, any third party claim that the access or use of the Customer Systems infringes such third party’s Intellectual Property rights, proprietary rights or violate any law or regulation.

2) FEES

2.1 In consideration for the rights and Services provided to you hereunder, the parties will execute an order form (“Order Form”), which will include SERVR’s then current fees (“Fees”), the Subscription Period and other terms to be agreed on by the parties. Each Order Form will incorporate and will be pursuant to these Subscription Terms.

2.2 SERVR reserves the right to revise and update the Fees from time to time at its discretion. Any change to the Fees shall not apply retrospectively to exiting Subscription Period but shall automatically apply to any subsequent Renewal Period. SERVR may also designate any new, expanded or additional feature or service as premium and subject to additional cost, provided that you will be able to elect to opt out of such addition, new or expanded feature or service without materially derogating from the Services (and usability thereof) as they were provided prior to the designation of the premium feature or service.

2.3 All Fees are stated and payable in US Dollars and are exclusive of any applicable taxes such as Sales Tax (State or Federal) or Value Added Tax (VAT). Customer will bear and pay all taxes related to or arising from these Subscription Terms, except for those taxes based on SERVR’s income. Customer may not withhold or set off any Fees due to SERVR.

3) LIMITED WARRANTY; DISCLAIMERS

SERVR REPRESENTS AND WARRANTS THAT THE SOFTWARE AND SERVICES SHALL OPERATE SUBSTANTIALLY IN ACCORDANCE WITH THE FUNCTIONAL SPECIFICATIONS IN THE DOCUMENTATION. EXCEPT AS EXPRESSLY PROVIDED IN IN THESE SUBSCRIPTION TERMS, THE SOFTWARE AND SERVICES ARE PROVIDED BY SERVR “AS IS” AND SERVR MAKES NO REPRESENTATIONS OR WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, REGARDING THE SOFTWARE OR SERVICES, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, QUALITY OF INFORMATION, QUIET ENJOYMENT OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INTERFERENCE. YOU ACKNOWLEDGE THAT YOU HAVE NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY CONTAINED IN THESE TERMS.

4) DATA

4.1 Customer Data. All materials, software, data, or other information that you provide to SERVR through the Software or Services, including certain personal data may be collected, processed, stored, and analyzed (“Customer Data”) is and will remain your property. You hereby grant SERVR a worldwide, limited, revocable, non-exclusive right and license to access, use and reproduce the Customer Data during the Subscription Period for the purposes of providing you with the Services pursuant to these Subscription

4.2 Data Processing Addendum. Where the Customer Data provided or otherwise made available to SERVR includes Personal Data (or any other cognate term under applicable data protection or privacy laws), the Parties shall comply with the terms of the Data Processing Addendum available at https://www.servrhotels.com/privacy-policy/ (“DPA”).
In case of a conflict between these Subscription Terms and the terms of the DPA, the DPA shall govern.

4.3 Usage Data. you acknowledge that pursuant to your express consent you provide by accepting these Subscription Terms, the Services or the Software may store certain data and diagnostic information in connection with the routine operation of the Services or the Software, such as performance, usage profile, configuration data, technical, statistical and aggregated date resulting from the provision of the Services (“Usage Data”).

4.4 You hereby represent and warrant that you have the full right, permissions and consents to provide Customer Data, the Usage Data and any other data and information you make available, through the Software or Services under these Subscription Terms (collectively “Data”).

4.5 Without derogating from the foregoing, you hereby grant SERVR a perpetual, irrevocable, non-exclusive, worldwide, royalty-free right and license to use Data that have been anonymized and that cannot be used to identify or otherwise understood to be related to you or to Customer, for the purpose of internal research or otherwise improving or enhancing the Services or the Software.

5) PROPRIETARY RIGHTS; CONFIDENTIALITY

5.1 Proprietary Rights. You agree and acknowledge that, as between you and SERVR, SERVR is and shall remain the sole and exclusive owner of the Software, Services, Documentation, trade or service marks, and any other SERVR materials provided to you, and any modifications, enhancements, improvements, updates and upgrades, and derivative works, thereof, including all Intellectual Property Rights therein and pertaining thereto. “Intellectual Property Rights” shall mean all inventions, ideas, concepts, analyses, (whether patented, or patentable, or not), methods, methodologies, designs, processes, patents, patent applications, rights associated with works of authorship, including copyrights, moral rights, any information, ancillary materials, devices, results, know-how, and all rights relating to the protection of trade secrets and confidential information; design rights and industrial property rights; mask works, software, all code including source code, object code, firmware, Usage Data; Other than as explicitly stated hereunder, no license or rights, express or implied, in or to the Software, Services, or the Intellectual Property Rights of SERVR, is granted to you under these Subscription Terms.

5.2 Confidentiality. Each party, on behalf of itself and its agents, employees and representatives (collectively, “Representatives”) shall hold and treat in strict confidence all confidential and proprietary information it learns regarding the other party’s business and any other confidential and proprietary information disclosed by such other party hereunder (“Confidential Information”). Each party and its Representatives shall utilize the other party’s Confidential Information disclosed hereunder for the sole limited purpose of the Services in accordance with these Subscription Terms. Without prior written consent from the other party, neither party nor any of its Representatives shall disclose any of the other party’s Confidential Information in any manner whatsoever, in whole or in part, nor use any such Confidential Information other than for the aforementioned purpose, unless compelled by law (and then only to the minimum extent necessary). If a party receives any legal request for any Confidential Information, such party will provide the other party, without undue delay, a copy of such request, in order to give such other party an opportunity to respond and/or object before the party that received the request turns over such information. The undertakings of this Section 5.2 shall apply to information that (i) becomes generally available to the public other than as a result of a disclosure by the receiving party or its Representatives; (ii) was available to the receiving party on a nonconfidential basis prior to its disclosure to the receiving party by the disclosing party as can be evidenced by receiving party’s dated records; (iii) becomes available to the receiving party on a nonconfidential basis from a source other than disclosing party, provided such source was entitled to make the disclosure to the receiving party; or (iv) was independently developed by the receiving party or its employees without any use or reference to such Confidential Information.

6) INDEMNIFICATION

Subject to these Subscription Terms, SERVR shall indemnify and hold you and your respective officers, directors, employees and successors and permitted assigns (“Customer Indemnified Parties”) harmless from and against any costs and damages actually awarded against the Customer Indemnified Parties by a competent court in a final judgment, as a result of, and defend the Customer Indemnified Parties against, any third party claim that the Software directly infringes such third party’s Intellectual Property rights. Such obligation is subject to: (i) the Customer Indemnified Parties promptly notifying SERVR in writing of any such claim; (ii) SERVR having the ability to assume sole control of the defense and/or settlement of such claim; (iii) the Customer Indemnified Parties furnishing to SERVR, on request, all reasonable information available to the Customer Indemnified Parties for such defense; and (iv) the Customer Indemnified Parties not admitting fault with respect to any such claim and/or making any payments or concessions with respect to such claim without the prior written consent of SERVR. SERVR shall (i) keep the Customer Indemnified Parties duly informed in connection with the litigation or settlement negotiations, and (ii) not execute any settlement covenant that imposes any liability or obligations on the Customer Indemnified Parties without the prior written consent from the relevant Customer Indemnified Parties.

6.1 Should the Software, or any part thereof, become, or in SERVR’s opinion be likely to become, the subject of any infringement claim as specified above, then SERVR will, at its own option and expense either: (i) procure the right to continue using the Software without infringement; (ii) replace or modify the Software without non-negligibly reducing its functionality, so that it becomes non-infringing; or (iii) if (i) or (ii) cannot be achieved with by using reasonable commercial efforts, SERVR shall be entitled to terminate your license to use the Software immediately upon written notice.

6.2 Notwithstanding the foregoing, SERVR shall have no liability for any claim of infringement which results from (a) the use of the Software or the Services in violation of any provision of these Subscription Terms, (b) your failure to install changes, revisions or new releases as instructed or provided by SERVR at no cost, (c) use of a combination of the Software or any part thereof with other products, equipment, or software not provided or approved in writing for such use under the Documentation or by SERVR, or (e) any third party infringement claim resulting from Customer’s breach of Section 1.9.1 (Customer Undertakings and Representations); (d) modifications of the Software not made by SERVR, on SERVR’s behalf or without SERVR’s prior written consent.

6.3 This section 6 states the exclusive remedy of the Customer Indemnified Parties and the entire liability of SERVR with respect to infringement claims involving the Software or any part or use thereof.

7) LIMITATION OF LIABILITY

IN NO EVENT WILL SERVR, NOR ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDER, AND EMPLOYEES’ (“SERVR’S PARTIES”) AGGREGATE LIABILITY TO YOU, EXCEED THE AMOUNTS PAID BY YOU TO SERVR IN THE TWELVE (12) MONTHS PRECEDING THE EVENT THAT GAVE RISE TO THE LIABILITY UNDER THE APPLICABLE ORDER FORM. IN NO EVENT WILL SERVR OR SERVR PARTIES, HAVE ANY LIABILITY TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA OR BUSINESS INFORMATION ARISING FROM THE INSTALLATION, OPERATION, USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR RELATING TO THESE SUBSCRIPTION TERMS MAY BE BROUGHT AGAINST SERVR MORE THAN TWELVE (12) MONTHS AFTER THE TERMINATION OR EXPIRATION OF THESE SUBSCRIPTION TERMS.

8) TERM AND TERMINATION.

8.1 The initial subscription period shall commence on the Effective Date and continue for the period agreed to by the Parties in the applicable Order Form (“Initial Subscription Period”). Unless otherwise specified in the applicable Order Form, the Initial Subscription Period shall renew automatically for additional consecutive twelve (12) months periods (“Renewal Period(s)”) unless either Party notifies the other in writing at least 30 days before the end of the Initial Subscription Period or applicable Renewal Period it is not interested in renewing the subscription (the Initial Subsection Period together with all Renewal Period(s), are referred to as “Subscription Period”).

8.2 These Subscription Terms and all rights and licenses granted hereunder shall automatically terminate if you breach the Subscription Terms hereof and such breach is not cured within fourteen (14) days of written notice of such breach. Sections ‎2, 1.3, 1.5, 1.6, and 2 through 8, will survive any termination or expiration of these Subscription Terms. In the event of that SERVR reasonably believes that you are breaching or have breached of these Subscription Terms, SERVR may temporarily suspend or terminate your access to the Services, in addition to any other remedies that may be available under applicable law.

8.3 Upon termination or expiration of the Subscription Period all rights and license provided to you hereunder shall immediately terminate and you shall immediately cease any and all use and/or access to the Software.

9) PUBLICITY

Unless Customer notifies SERVR otherwise, SERVR may use Customer’s name and logo on its website and other marketing materials to indicate that Customer is a customer of SERVR.

10) GENERAL

In the event any provision or part of these Subscription Terms is held to be invalid or unenforceable by any court of competent jurisdiction, it shall be amended to the extent required to render it valid, legal and enforceable, or deleted if no such amendment is feasible, and such amendment or deletion shall not affect the enforceability of the other provisions hereof; No waiver of any breach of these Subscription Terms will be a waiver of any other breach, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving party. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches; These Subscription Terms supersede all previous agreements or representations, written or oral, with respect to the subject matter hereof between you and SERVR, as well as any conflicting terms in a purchase order, unless the Parties explicitly agree to amend or supersede any of these Subscription Terms in an Order Form executed by the Parties. These Subscription Terms may not be modified or amended except in writing signed by a duly authorized representative of each party; These Subscription Terms shall be controlled by and construed under the laws of New England and the Wales without giving effect to the principles of conflicts of laws. The Parties hereby consent to the exclusive jurisdiction of the competent courts of London, UK.

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