1. Definitions
“Client” means the hotel, property, management company, or other entity that enters into an Order Form with Q9.
“Order Form” means a document or ordering process that identifies purchased accounts, fees, and billing method.
“Platform” means Q9’s hosted software and related services.
“Client Content” means content, materials, data, and media provided by Client or its users for use in the Platform.
2. Scope; Order of Precedence
This Platform Subscription Agreement (“Agreement”) governs Client’s access to and use of the Platform.
If there is a conflict between this Agreement and an Order Form, the Order Form controls for commercial terms (fees, billing method, and purchased accounts).
3. Subscription; Activation
Subscriptions begin on the applicable Account Activation Date for each purchased account and continue for the subscription term unless cancelled in accordance with this Agreement.
4. Fees; Invoicing; Taxes
Fees are defined in the applicable Order Form. Unless otherwise stated, fees are billed in advance based on the billing method selected on the Order Form.
Client is responsible for applicable taxes and governmental charges (excluding taxes on Q9’s net income).
5. Cancellation; Non‑Refundable Fees
Client may cancel any subscription with thirty (30) days written notice.
Cancellation prevents future billing after the notice period but does not relieve Client of the obligation to pay amounts owed for services provided through the effective cancellation date.
Configuration fees and other one‑time fees are non‑refundable unless otherwise stated in writing.
6. Client Responsibilities; Acceptable Use
Client is responsible for its users’ activity and for maintaining the confidentiality of login credentials.
Client will not misuse the Platform, introduce malicious code, attempt unauthorized access, or use the Platform in violation of law.
7. Client Content; Permissions
Client retains ownership of Client Content. Client grants Q9 a limited license to host, reproduce, transmit, and display Client Content solely to provide and improve the Platform.
Client represents that it has the rights necessary to provide Client Content and grant the license above.
8. Support; Updates
Q9 provides reasonable support and may update or improve the Platform from time to time. Q9 may modify features provided that the Platform’s overall functionality is not materially reduced.
9. Confidentiality
Each party may receive confidential information from the other. The receiving party will use confidential information only to perform under this Agreement and will protect it using reasonable care.
Confidential information does not include information that is publicly available through no fault of the receiving party.
10. Security
Q9 maintains reasonable safeguards designed to protect the security of the Platform. Client acknowledges that no security measures are perfect.
11. Disclaimer of Warranties
The Platform is provided “as is” and “as available.” Q9 disclaims all warranties, express or implied, to the maximum extent permitted by law.
12. Limitation of Liability
To the maximum extent permitted by law, Q9 will not be liable for indirect, incidental, special, consequential, or punitive damages.
Q9’s total liability arising out of or related to this agreement will not exceed the fees paid by client to Q9 for the platform in the twelve (12) months preceding the event giving rise to the claim.
13. Indemnification
Client will indemnify and hold harmless Q9 from third‑party claims arising from Client Content or Client’s misuse of the Platform.
Q9 will indemnify and hold harmless Client from third‑party claims alleging that the Platform, as provided by Q9, infringes a U.S. copyright or trademark, provided Client promptly notifies Q9 and cooperates in the defense.
14. Termination; Suspension
Q9 may suspend access for non‑payment, security risk, or material breach.
Either party may terminate this Agreement if the other materially breaches and fails to cure within a reasonable period after written notice.
15. Notices
Notices must be in writing and sent to the contact information listed on the Order Form (or updated in writing).
16. Assignment
Client may not assign this Agreement without Q9’s prior written consent, except to a successor in connection with a merger or sale of substantially all assets. Q9 may assign this Agreement in connection with a merger, acquisition, or sale of assets.
17. Governing Law
This Agreement is governed by the laws of the State of Florida, without regard to conflict of laws principles.
18. Changes to This Agreement
Q9 may update this Agreement by posting a new version online. Material changes will apply prospectively as of the updated effective date, and will not apply to Order Forms executed prior to the update unless agreed in writing.
19. Acceptance of Terms
Execution of an Order Form, payment of fees, activation of accounts, or use of the Platform constitutes acceptance of this Agreement.