Terms of Service and Service Agreement

Terms of Service and Service Agreement

ORDERLYINN Limited (“ORDERLYINN”) requires users (“Customer”) of its services and software (“Services”), to accept and adhere to these terms and conditions (the “Agreement”). This Agreement governs the purchase and use of ORDERLYINN’s Services and by accessing or using any part of the Services, you are agreeing to the terms and conditions described below. ORDERLYINN may update this Agreement from time to time and Customer will have 30 days to reject the updated terms by providing written notice to ORDERLYINN. If Customer continues to use or receive the Services following such period, the updated Agreement will be deemed accepted.

1. Introduction
   1. Rights for Use. The Services include the right to use the ORDERLYINN software programs and support services, for purposes including, but not limited to Web application (accessed on any web browser), Native iOS apps (ORDERLYINN, Consult, Stock management), PWA Android app, ORDERLYINNPay payment gateway, ORDERLYINNPay Terminals, onboarding and data import services, premium support (collectively, the “Services”). The term “ORDERLYINN Programs” refers to the software products owned by ORDERLYINN to which ORDERLYINN grants you access as part of the Services and any program updates provided as part of the Services. The term “Users” shall mean those individuals authorized by you or on your behalf who are your employees or contractors to use the Services. The term “Your Data” refers to the data provided by you that resides in your Services environment. Subject to the terms and conditions of this Agreement, Company hereby grants Customer the limited, non-exclusive, non-transferable, non-sublicenseable, limited worldwide right to access and use the ORDERLYINN Platform solely for Customer’s business purposes.
   2. Accounts; Security. Access to or use of certain portions and features of the Services may require you to create an account (“Account”). Customer states that all information provided by it is current, accurate, complete, and not misleading. Customer further states that it will maintain and update all information provided by it to ensure accuracy on a prompt, ORDERLYINN basis. Customer is entirely responsible for maintaining the confidentiality and security of its account(s), including your password. Accounts are not transferrable, excluding if Customer’s business undergoes a change of ownership or control. Customer agrees to promptly notify ORDERLYINN if Customer becomes aware or suspects any unauthorized use of its accounts, including any unauthorized access or attempted access. Customer is responsible for all activities that occur under its account(s). Further, Customer is the primary account holder and is responsible for all charges made by additional users added to the accounts. Any sharing of such data to reduce the number of licenses required or sharing account information in any way is strictly prohibited.
   3. License to Use. Subject to the terms and conditions of this Agreement, ORDERLYINN hereby grants Customer the limited, non-exclusive, non-transferable, non-sublicenseable, limited worldwide right to access and use the ORDERLYINN Platform solely for Customer’s business purposes.
   4. Restrictions on Use. In accessing or using the Services, Customer will not: (a) devise specifications from, reverse engineer, reverse compile, disassemble, or create derivative works based on the Services; (b) apply systems to extract or modify information in the Services using technology or method such as those commonly referred to as “web scraping,” “data scraping,” or “screen scraping”; (c) knowingly input or post through or to the Services any content that is illegal, threatening, harmful, lewd, offensive, or defamatory or that infringes the intellectual property rights, privacy rights or rights of publicity of others, (d) store data on the Services that is regulated by the HIPAA Privacy Rules or the PCI Data Standards (e) input or transmit through or to the Services any virus, worm, Trojan Horse, or other mechanism that could damage or impair the operation of the Services or grant unauthorized access thereto; (f) use or access the Services for purposes of monitoring the availability, performance or functionality of the Services or for any other benchmarking or competitive purposes; or (g) cause, assist, allow or permit any third party (including an end-user) to do any of the foregoing; (h) use the Services to compete with ORDERLYINN in any way; or (i) permit any third party to use or access the Services other than your direct employees or contractors who are acting on your behalf.
   5. Customer agrees that ORDERLYINN may make any modifications to the underlying software and Services that ORDERLYINN deem necessary without prior notification to customers All such modifications will be considered part of the Services for purposes of this Agreement.
   6. Applicable Laws. Customer’s access to and use of the Services is subject to all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the country in which this website resides or the country in which you reside). Customer may not use the Services or any information data or Customer Content in violation of or to violate any law, rule, or regulation. Ensuring Customer’s use of the Services are compliant with applicable laws is the responsibility of Customer. Customer also agrees that it will comply with the relevant portions of the Payment Card Industry (PCI) Data Security Standard (“PCI”) when collecting, accessing, storing, processing or otherwise using credit card information from your end users.
   7. Suspension of Services. ORDERLYINN has the right to immediately suspend the Services (a) in order to prevent damage to or degradation of the Services or unauthorized or non-compliant use or (b) for operational reasons such as repair, maintenance, or improvement or because of any emergency, or (c) if, following notice from ORDERLYINN, Customer has failed to pay any amounts due and owing. In the case of (a) or (b) ORDERLYINN will give Customer prior notice if reasonable and will ensure that the Services are restored as soon as possible after the event given rise to suspension has been resolved to ORDERLYINN’s reasonable satisfaction.
2. Data License
   1. Customer Content. As between ORDERLYINN and Customer, all title and intellectual property rights in and to all electronic data or information submitted to and stored in the Services that is owned by Customer (“Customer Content”) is owned by Customer. Customer acknowledges and agrees that in connection with the provision of the Services, ORDERLYINN may store and maintain Customer Content for a period of time consistent with ORDERLYINN’s standard business processes for the Services and Privacy Policy. Following expiration or termination of the Agreement or a Customer account, if applicable, ORDERLYINN may deactivate the applicable Customer account(s) and delete any data therein. Customer grants ORDERLYINN the right to host, use, process, display and transmit Customer Content to provide the Services pursuant to and in accordance with this Agreement. Customer has sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Customer Content, and for obtaining all rights related to Customer Content required by ORDERLYINN to perform the Services
   2. Aggregated Data. Customer agrees that, subject to ORDERLYINN’s confidentiality obligations in this Agreement, ORDERLYINN may (a) capture data regarding the use of the Services by Customer and its end users, (b) collect metrics and data included in the Customer Content, and (c) aggregate and analyze any metrics and data collected pursuant to subsections (a) and/or (b) of this sentence (collectively, the “Aggregated Data”). Customer agrees that ORDERLYINN may use, reproduce, distribute, and prepare derivative works from the Customer Content, solely as incorporated into Aggregated Data, provided that under no circumstances will ORDERLYINN use the Aggregated Data in a way that identifies Customer or its users as the source of the data.
3. Third Party Services

Except as otherwise agreed by in writing, Customer is prohibited from linking to, modifying, or embedding the Services, or any portion of the Services, ORDERLYINN reserves the right to disable any unauthorized links, scripts or frames targeting the Services. ORDERLYINN will not be responsible and expressly disclaims any liability for any third-party services that Customer may use or connect to through the Services. If Customer activates any connections in the Services to third-party services or APIs, Customer thereby authorizes ORDERLYINN to send and receive Customer Content with any such activated third-party service and represents and warrants to ORDERLYINN that Customer has all appropriate right and title to grant such authorization.

4. Intellectual Property
   1. Proprietary Rights. ORDERLYINN’s intellectual property, including without limitation the Services, its trademarks and copyrights and excluding any Customer Content contained therein, and any modification thereof, are and will remain the exclusive property of ORDERLYINN and its licensors. No additional licenses or rights are granted to Customer except for the limited rights expressly granted in this Agreement.
   2. Customer agrees that advice, feedback, criticism, or comments provided to ORDERLYINN related to the Services are given to ORDERLYINN and may be used by ORDERLYINN freely and without restriction and will not enable Customer to claim any interest, ownership, or royalty in ORDERLYINN’s intellectual property.
5. Payment
   1. You agree to pay ORDERLYINN the subscriptions fees, and any other applicable fees, for the subscription you selected as specified on the ORDERLYINN website during the registration process. All subscriptions fees will be automatically billed to your payment card or billed manually via bank depending on customer’s preference. Customer hereby authorizes all such charges. Fees are charged in advance on a monthly basis. In the event you fail to pay any amount when due, ORDERLYINN may suspend or terminate this Agreement and your access to the Services. If the fees are not received by ORDERLYINN according to these terms, ORDERLYINN will provide e-mail notice to Customer regarding this situation and will extend a grace period of not more than twenty (20) days (beyond original due date) for all overdue payments. If overdue payments are not received within said grace period, in addition to all other remedies that may be available: (a) Customer shall reimburse ORDERLYINN for all reasonable costs incurred by ORDERLYINN in collecting any late payments or interest, including attorneys’ fees, court costs and collection agency fees; (b) ORDERLYINN may disable, or withhold, suspend or revoke its grant of a rights, or performance of Services relating to until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Customer or any other person by reason of any such action; and (c) ORDERLYINN may terminate this Agreement

All service Fees are non-cancelable and non-refundable for the entire Term. There will be no refunds or credits for partial use of the Services, upgrade/downgrade refunds, nor refunds for months unused with an active account. Purchased SMS credits will not be refunded, including as a result of cancellation. Downgrading your Services may cause the loss of content, features, or capacity of your Account. ORDERLYINN does not accept any liability for such loss. Customer is responsible for all Fees of any renewals relating to your Account until such time as your Account or these Terms are terminated as specified herein.

You are solely responsible for any liability resulting from your handling of credit card information. You agree that you will comply with PCI DSS anytime the Services are used to process credit cards. You agree to only store credit card details in the secure credit card platforms provided by ORDERLYINN (e.g., ORDERLYINNPay, Stripe or fields explicitly stating you can enter credit card details). ORDERLYINN reserves the right to suspend or restrict your Account or your use of the Services if credit card details are detected in other areas such as booking, or your customer note fields.

6. Free Trial.
   1. ORDERLYINN makes available to you a free trial at no charge to you. These Terms apply to your use of any free trial. Any free trial is provided “As Is” with no warranties of any kind. ORDERLYINN is not responsible for any of your, or your end users’ data, including retention or return, when you or your end users’ use or access free trial. ORDERLYINN may discontinue, or suspend your use of, any free trial at any time, with or without notice and without any further obligations or liability to you.

The free trial will begin the day the account is opened and will end at the earlier of 30 days

7. Services and Pricing Modification
   1. ORDERLYINN may modify, add, change, suspend, remove, or stop the Services, or any features or functionality, from time to time, in our sole discretion. We may choose to do so at any time without any notice to the Customer. We may also change features or impose additional limitations as we deem appropriate.

ORDERLYINN may modify, add, change, suspend, remove, or stop the Services, or any features or functionality, from time to time, in our sole discretion. We may choose to do so at any time without any notice to the Customer. We may also change features or impose additional limitations as we deem appropriate.

8. Fair Use

You understand that ORDERLYINN uses third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and other technology required to run the Services. ORDERLYINN reserves the right to suspend or restrict your Account or your use of the Services, or disable any third-party integrations you have, where we believe that your use is not fair or reasonable or that it may cause degradation of the Services to other users. This includes circumstances where your use (or integration of your Account with a third party) is creating a security or Services availability risk for ORDERLYINN or our other customers, is impacting (or may impact) the stability or performance of our systems, or is requiring disproportionate resource to deliver (e.g., in terms of storage or processing requirements or support queries).

Where ORDERLYINN offers a SMS messaging feature as part of the Services, it is expected that you will use the SMS feature in the natural course of running your business only. Where your usage exceeds ORDERLYINN’s anticipated fair use norms for your business, ORDERLYINN may limit or suspend the SMS feature. Your prolonged over usage of the SMS feature may result in ORDERLYINN either terminating your Account or requesting that you forecast and pay for additional usage over and above anticipated fair use norms. ORDERLYINN reserves the right to determine fair use norms in each instance and enforce this policy in its sole discretion.

9. Term and Termination

These Terms will continue to apply to you until terminated by either you or ORDERLYINN. ORDERLYINN may terminate these Terms (including any additional terms and conditions incorporated herein) or suspend your access to the ORDERLYINN Services at any time if we believe you have breached any of these Terms, if we stop providing the Services or any material component thereof, or as we believe necessary to comply with applicable law. If you or ORDERLYINN terminate these Terms, or if ORDERLYINN suspends your access to the Services, you agree that ORDERLYINN shall have no liability or responsibility to you, and (except as expressly provided in these Terms) ORDERLYINN will not refund any amounts that you have already paid. You may terminate these Terms at any time (by completing the cancellation process in the app), in which case you may not continue accessing or using the Services. All of your rights granted under these Terms will immediately come to an end; and all of your data and content may be deleted from our systems (on request).

We provide no guarantee that your content can be recovered once your Account is cancelled. We are not liable for any loss or damage following, or as a result of, cancellation of your account, and it is your responsibility to ensure that any content or data which you require is backed-up or replicated before cancellation

10. Confidential Information
    1. Confidential Information. “Confidential Information” means any information disclosed by one party to the other whether orally or in writing that is designated as confidential or that reasonably should be understood by the receiving party to be confidential, notwithstanding the failure of the disclosing party to designate it as such. Confidential Information may include information that is proprietary to a third party and is disclosed by one party to another pursuant to this Agreement. The Services, all features, and functions thereof and related pricing and product plans will be the Confidential Information of ORDERLYINN.
    2. Non-Disclosure. Each party agrees to maintain the confidentiality of the other party’s Confidential Information with the same security and measures it uses to protect its own Confidential Information of a similar nature (but in no event less than reasonable security and measures) and not to use such Confidential Information except as necessary to perform its obligations or exercise its rights under this Agreement. The receiving party may disclose Confidential Information of the disclosing party to those employees, officers, directors, agents, affiliates, consultants, users, and suppliers who need to know such Confidential Information for the purpose of carrying out the activities contemplated by this Agreement and who have agreed to confidentiality provisions that are no less restrictive than the requirements herein. Such party will be responsible for any improper use or disclosure of the disclosing party’s Confidential Information by any such parties. Except as expressly permitted by this Section, the receiving party will not disclose or facilitate the disclosure of Confidential Information of the disclosing party to any third party. The restrictions in this Section shall continue until such time as the information is covered by an exclusion set forth below.
    3. The receiving party will have no obligation under this Section with respect to information provided by the disclosing party that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving party, (b) is or becomes available to the receiving party from a source other than the disclosing party, provided that such source is not known to the receiving party to be bound by an obligation of confidentiality to the disclosing party with respect to such information, (c) was in the receiving party’s possession prior to disclosure by the disclosing party, or (d) is independently developed by the receiving party without reference to the Confidential Information. Further either party may disclose Confidential Information (i) as required by any court or other governmental body or as otherwise required by law, or (ii) as necessary for the enforcement of this Agreement or its rights hereunder.
11. Disclaimers

ORDERLYINN DOES NOT WARRANT THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, THAT ORDERLYINN WILL CORRECT ALL ERRORS OR THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS. ORDERLYINN IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATIONS OR SECURITY OF THE SERVICES THAT ARISE FROM CUSTOMER CONTENT OR THIRD-PARTY APPLICATIONS OR SERVICES PROVIDED BY THIRD PARTIES. ORDERLYINN EXPRESSLY DISCLAIMS (TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW) ALL OTHER WARRANTIES EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE.

12. Limitation of Liability

IN NO EVENT WILL ORDERLYINN OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OF ANY KIND OR NATURE ARISING OUT OF THIS AGREEMENT OR THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY COST TO COVER PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES (WHICH THE PARTIES AGREE WILL NOT BE CONSIDERED DIRECT DAMAGES), OR ANY LOSS OF REVENUE, PROFITS, SALES, DATA, DATA USE, GOOD WILL, OR REPUTATION. ORDERLYINN’S MAXIMUM LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES OR THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT OF FEES CUSTOMER HAS PAID TO ORDERLYINN IN THE 1 MONTH PRIOR TO THE EVENT(S) GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS SET FORTH IN THIS SECTION APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH A CLAIM IS BROUGHT, EVEN IF ORDERLYINN HAS BEEN NOTIFIED OF THE POSSIBILITY OF DAMAGE OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY EXCLUSIVE REMEDY PROVIDED IN THIS AGREEMENT.

13. Indemnification

Customer agrees to defend and indemnify ORDERLYINN and its affiliates from and against any legal action, demand, suit, or proceeding brought against ORDERLYINN or its affiliates by a third party arising out of or related to the Customer Content or Customer’s use of the Services.

14. Publicity

Customer hereby consents to ORDERLYINN identifying Customer as a customer by name and logo in ORDERLYINN’s promotional materials, subject to Customer’s right to revoke such consent in writing at any time. Upon such revocation, ORDERLYINN will have 30 days to process Customer’s request

15. Assignment

Customer may not assign or transfer this Agreement or any of its rights or obligations hereunder in whole or in part without the prior written consent of ORDERLYINN. Subject to the foregoing, this Agreement will inure to the benefit of, be binding upon, and be enforceable against, each of the parties hereto and their respective successors and assigns

16. Notice

ORDERLYINN will send notices to one or more contact(s) on file for Customer. Notices from ORDERLYINN, other than for a breach of this Agreement may be provided within the Services.

17. Attorney’s Fee

In the event any proceeding or lawsuit is brought in connection with this Agreement, the prevailing party in such proceeding will be entitled to receive its reasonable costs, expert witness, and attorneys’ fees.

18. Relationship of the Parties

This Agreement does not create any joint venture, partnership, agency, or employment relationship between the parties.

19. No Third-Party Beneficiaries

This Agreement is being entered into for the sole benefit of the parties hereto, and nothing herein, express, or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.

20. Equitable

Each party acknowledges and agrees that (a) a breach or threatened breach by such party may give rise to irreparable harm to the other party for which monetary damages may not be an adequate remedy; and (b) if a breach or threatened breach by such party occurs, the other party will in addition to any and all other rights and remedies that may be available to such other party at law, at equity or otherwise in respect of such breach, be entitled to seek equitable relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security.

21. Force Majeure

Neither party will be liable under this Agreement for any failure or delay in the performance of its obligations (except for the payment of money) on account of strikes, shortages, riots, insurrections, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages, or any other cause that is beyond the reasonable control of such party.

22. Limitation of Claim

No legal proceedings, regardless of form, arising under or relating to this Agreement may be brought by Customer more than six months after it first have actual knowledge of the facts giving rise to the cause of action.

23. Governing Law, Jurisdiction and Venue

This Agreement is governed by and will be construed in accordance with the laws of Australia and each party irrevocably submits to the exclusive jurisdiction of the courts of Australia.

24. Severability, Waiver and Amendment

If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable or invalid, such provision will be changed and interpreted as to best accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions will remain in full force and effect. No waiver of any term or right in this Agreement will be effective unless made in writing and signed by an authorized representative of the waiving party. Any waiver or failure to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. Except to the extent otherwise expressly provided in this Agreement, this Agreement may only be amended in writing signed by both parties hereto.

25. Language of this Agreement

If this agreement is translated into any language other than English, the English language text shall prevail. Versions of this AGREEMENT in languages other than the PREVAILING LANGAUGE are provided for convenience only.