Whereas Hotellix Hospitality Solutions Private Limited (Hereafter Referred to as Hotellix) Software has proprietary, web-based technology known as Hotellix, which includes, including but not limited to, sales and catering software (“Software”) offered to Client by Hotellix through Hotellix’s secure website; and Whereas Client wants to utilize Hotellix during the Term (as defined herein) and wishes to engage Hotellix Software to provide the services set forth herein, and Hotellix Software desires to grant Client such rights and provide such services;

The parties agree as follows:

 1. Use of Hotellix Product

Hotellix Software grants Client a revocable, non-exclusive, non-assignable, non-sublicensable license to use Hotellix for its internal purposes at the Establishments throughout the Term of this Agreement (as defined herein), and subject to the conditions of this Agreement. This license will terminate immediately upon expiration or termination of this Agreement. The Client expressly acknowledges that the Client shall not copy or distribute Hotellix or any Software, or adapt, or prepare any derivative work based, in whole or in part, on Hotellix or any Software; that the Client shall not license or sublicense, or reverse engineer, Hotellix or any Software; that the Client shall not make use of Hotellix other than as set forth herein; that the Client shall not disclose any unique metric made available by, or derived from, Hotellix Software; or permit any third party to undertake any of the foregoing actions. Hotellix Software may terminate this Agreement at any time with written notice if the Client violates the foregoing terms of this Agreement.

2. Client Service

Hotellix will provide all Standard Client Service required except where Subscription Fees were not paid in full. All reasonable travel and other expenses that were authorized by the Client, and incurred by Hotellix, will be billed directly as well.

3.Subscription and Support

During the Term, Hotellix will provide subscription and support services on an ongoing basis which includes product updates; usage without any limit; technical support; warehousing of the Client data; and anytime access to the data via World Wide Web, except where Subscription Fee is not paid in full. “Technical Support” means the call center collects information and undertakes preliminary problem-analysis anytime for inquiries regarding the Client’s use of Hotellix and/or diagnosis of problems associated with the product’s proper functioning, and then provides a 60-minute response from a hotellix Software technical support technician, Monday through Friday 10:00 am to 6:00 pm IST, and provides priority sequenced response the next business day for all calls/email requests logged outside of those same hours.

4. Payment Terms

Unlimited users and function rooms plus web training, at your convenience support, and set-up is included in the Subscription. However, on-site training will come at a requested fee (all travel, food, lodging, or other expenses will be charged directly from Client).

Any payment amounts set out in this Agreement do not include any sales, use, service, excise, or other tax (if applicable) relating to the transactions contemplated by the tax as set out in this Agreement. Unless it is with respect to any tax on Hotellix’s income, any and all such taxes (“Taxes”) including any interest or penalties thereon shall be charged the Client. To the extent Hotellix knows it is to collect any Tax.

5. Term and Termination

The Term of this Agreement (including any renewal terms, the “Term”) shall be Annually or Monthly, commencing upon installation on Client’s system by Hotellix with appropriate data loading and accounts to be fully operational on Client’s behalf. The Term will renew automatically annually (subject to annual subscription fee fluctuations), unless either party notifies the other party 30 days in advance of the end of the Term that it is not renewing the Term. Notwithstanding the foregoing, either party may terminate the Term by notice if the other party breaches this Agreement and does not cure such breach within 30 days after receiving notice in writing of the breach. At the end of Term expiry or termination, Client will pay Hotellix any unpaid fees and uninstall Software from all licensed locations.

6. Confidentiality & Intellectual Property

Hotellix will safeguard Client confidentiality. Client may provide Hotellix with commercially sensitive business information (procedures, software, data, etc.), which Hotellix agrees to treat confidentially. However, under no circumstances may Hotellix software store Confidential Financial Information (either credit card or social security numbers).

Each party owns their own intellectual property. Client use of Hotellix does not grant Client any ownership rights. Client ownership will be retained for data identifiable to Client. This Agreement does not entitle Client to Hotellix source code. The terms of this Agreement will also be treated confidentially unless agreed upon in writing by both parties.

7. Indemnification

The Client agrees to defend, hold harmless, and indemnify Hotellix Software for any damages related to a breach by the Client (excluding due to Hotellix’s negligence or willful misconduct).

Hotellix agrees to indemnify, defend, and hold harmless the Client against any claims that the use of Hotellix’s software infringes any third-party intellectual property rights insofar as

(i) the Client promptly notifies Hotellix of any such claims,

(ii) Hotellix has the ability to control the defense of the claim,

(iii) the Client provides reasonable assistance in the defense. Hotellix may modify the software, or terminate the agreement and refund any unused fees. This provision will be the sole remedy related to such third-party claims.

8. Limitations of liability

Hotellix does not warrant that the Software is error-free. We limit our responsibility to providing the re-distribution service expressly provided in this Agreement. Neither Hotellix nor any of our respective affiliates shall have any liability for any loss of use, revenue, downtime, loss of business, or any direct or indirect loss of any kind, except in the case of indemnification under the Section indemnification paragraph.

Hotellix’s liability to the Client under this Agreement, if any, will not exceed the total fees paid to Hotellix by the Client since the last renewal term of this Agreement.

9. Miscellaneous

• No provision in this Agreement shall be interpreted, either expressly or by implication, to create a partnership or fiduciary relationship between the parties.
• This document represents the entire agreement between the parties. Any changes to this agreement must be in writing and signed by both parties.
• Hotellix shall have the right to assign or subcontract any aspect of this Agreement and the Client shall not assign its rights under this agreement (if at all) without first obtaining the written consent of Hotellix.
• If any provision of this Agreement is found invalid by a court of competent jurisdiction, all remaining provisions of this Agreement shall remain in full effect. The invalid provision will be replaced by a valid provision of similar intent, wherever possible, and without affecting the continuing effect of the other provisions in this Agreement.
• This Agreement shall be governed in accordance with the Laws of the State of Uttar Pradesh. All legal proceedings shall be brought in Uttar Pradesh. Further, the losing party in any action concerning this Agreement will incur the costs of the successful party, at their cost, and interest will accrue on any outstanding amounts owing at the rate of 1.0% per month.
•  All notices must be in writing and given by courier, email, or certified mail, as follows and in compliance with the compliances set out above.

10. Cancellation / Refund Policy

To cancel your subscription, you may contact by e-mail to hotellixtechsolution@gmail.com anytime.

All early termination will not receive a refund or credit. Upon cancellation, Hotellix has all rights to permanently delete any and all account content. Content cannot be recovered once the subscription has ended.