cloudbeds Request a Demo

Cloudbeds Master Terms and Conditions

1. DEFINITIONS.  Capitalized terms shall have the meanings ascribed to them below or elsewhere in the Agreement.  

“Agreement” means, for each Order Form executed by Company and Customer, the agreement comprised of such Order Form, these Master Terms and Conditions and any additional documents expressly incorporated therein by reference. 

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the subject entity.

“Applicable Law” means applicable federal, state, local, and foreign laws, rules, regulations, orders, directives, and other similar instruments including interpretations with the force of law.  Applicable Law: (i) in the case of Company, applies with respect to the operation of its business as a service provider generally to its customers, and (ii) in the case of Customer, applies to it as the provider of Customer Data and the recipient and user of the Products and Services.

“Authorized Property” means any hotel, inn, bed and breakfast, hostel, vacation rental or other similar hospitality establishment providing accommodations for a fee, which is listed by Customer on the Order Form. Authorized Properties may be added during the Term through mutually executed amendments to the Order Form.

“Authorized User(s)” means an employee or representative of Customer that has been given access to the Platform by Customer for the purpose of using the Platform and Products for the benefit of Customer as contemplated in the Agreement. Company will grant access and provide admin rights to the first Authorized User of Customer. Such Authorized User will be responsible for granting access to all subsequent Authorized Users.

“Company” means Digital Arbitrage Inc. doing business as Cloudbeds.

“Confidential Information” means any non-public, proprietary information obtained by a Party (“Receiving Party”) whether in oral, written, demonstrative, graphic, electronic, machine readable, or in other tangible or intangible form, that is marked proprietary or confidential or that a reasonable person under similar circumstances would understand it to be proprietary or confidential.  Confidential Information includes past, present or future products, services, designs, development, technical information, business processes or business activities of the disclosing Party (“Disclosing Party”) or its Affiliates or their respective employees, customers or suppliers and any analyses, compilations, studies or other documents prepared by the Disclosing Party that contain or otherwise reflect such information. Without limiting the generality of the foregoing, Customer’s Confidential Information includes Customer Data, and Company’s Confidential Information includes the Platform, Products, Services, Fees, and any components thereof, and all information and data related to Company’s employees, contractors and distribution channel partners.

“Customer” means the customer entity that is the signatory to the Order Form.

“Customer Data” means any and all data, content and information, including Personal Data entered, uploaded, submitted, shared, posted or transmitted by Customer, or on its behalf.

“Data Processing Addendum” or “DPA” means the data processing addendum posted on www.cloudbeds.com/terms/dpa/ or any successor web page, as may be updated from time to time, and is incorporated herein by this reference.

“Effective Date” means the effective date specified in the applicable Order Form.

“IPR” means intellectual property rights in and to patents, trademarks, service marks, trade and service names, copyrights, database rights and design rights (regardless of registration, and including applications for registration), know-how, moral rights, trade secrets, confidential and proprietary information, all rights or forms of protection of a similar nature or having similar or equivalent effect to any of them which may subsist anywhere in the world now existing or hereafter arising.

“Order Form” means one or more ordering documents for the Platform, Products and/or Services (including any exhibits or appendices) that upon execution by the Parties or any of the Parties’ Affiliates, are subject to these terms and conditions. 

“Personal Data” means information pertaining to an identified or identifiable natural person, or which otherwise constitutes “personal data”, “personally identifiable information”, “personal information” or other reasonably equivalent terms within the scope of Applicable Laws relating to or impacting privacy, data security and processing of personal data.  

“Platform” means Company’s online cloud-based system known as “Property Management System” or “PMS” that Customer logs into in order to access and use the Products. 

“Product(s)” means the individual products on the Platform to which a customer can subscribe by executing one or more Order Forms.

“Service(s)” means professional services that Customer can purchase from Company, such as onboarding or training.

“Subscription Term” means the time period indicated in the Order Form during which Company will provide Products and/or Services to Customer, for each Authorized Property, subject to the terms of the Agreement.  Unless otherwise set forth in the Order Form, the Subscription Term for the initial Authorized Property shall start as of the Effective Date and Additional Authorized Properties added after the initial Authorized Property will have Subscription Terms that end on the same date as the initial Authorized Property’s Subscription Term, as set forth in greater detail in Section 8.2.

“Third-Party Offerings” means (i) software or services delivered or performed by third parties that are required for or used in connection with the Platform or Products, or (ii) other online, web-based, or business application subscription services, and any associated offline products provided by third parties, that interoperate with the Platform or Products. 

2. USAGE RIGHTS AND RESTRICTIONS.

2.1. Limited License.  Subject to Customer’s compliance with the terms and conditions of this Agreement, including timely payment of the Fees, Company grants Customer and its Authorized Users a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform and Products during the Subscription Term solely in connection with Customer’s operation and management of the Authorized Properties.  Customer agrees that it shall not allow any unauthorized users to access, use or benefit from the Platform or Products in any way whatsoever, including any competitors of Company.

Except as expressly granted in this Section, there are no other rights or licenses granted to Customer, express, implied or by way of estoppel.  All rights not granted in this Agreement are reserved by Company.  

2.2. Use Restrictions.  Customer shall not and shall not permit any third party to: (i) copy, modify, distribute, publish, transmit, display, perform or create derivative works from or based on the Platform or any Products or any components thereof; (ii) sell, assign, convey, rent, lease, loan, sublicense, transfer or otherwise make available the Platform or Products, regardless of the method of dissemination, or otherwise use the Platform or Products for the benefit of or on behalf of a third party including through timesharing, operating a service bureau, or as part of a managed service or outsourcing arrangement;  (iii) decompile, disassemble, reverse engineer, decode, adapt, or otherwise attempt to derive or gain access to any source code of the Platform or Products; (iv) damage, destroy, deface, disrupt, disable, impair, interfere with, or otherwise disrupt, impede, overburden or harm in any manner the Platform or Products; (v) remove, alter or obscure any proprietary notice, legend, IPR or disclaimers of Company, its suppliers or licensors on the Platform or any documentation provided therewith; (vi) bypass or breach any security device or protection used on the Platform; (vii) input, upload, transmit, activate or otherwise provide to or through the Platform or Products any malware or harmful code or virus; (viii) access the Platform for observing performance or functionality, for benchmarking against another service or competitive analysis of the Platform or Products or for the development, provision or use of a competing service or other competitive purpose; (ix) publish or disclose to third parties any evaluation of the Platform or Products without Company’s prior written consent; (x) use the Platform or Products to engage in inappropriate commercial or non-commercial communications with third parties in violation of this Agreement or Applicable Law; or (xi) otherwise access or use the Platform or Products in a manner and for purposes not permitted under this Agreement or in violation of Applicable Law, or infringe IPR or violate other rights of any person or entity.

3. CUSTOMER RESPONSIBILITIES.

3.1. Compliance.  Customer expressly acknowledges and agrees that Authorized Users’ compliance with the terms of this Agreement is a condition to their access to and continued use of the Platform and Products, and failure to comply may result in suspension or termination. Customer is responsible for Authorized Users’ compliance with this Agreement and Applicable Laws, and for all actions and omissions by Authorized Users that would constitute a breach of this Agreement if taken by Customer. Customer must promptly notify Company if it becomes aware of any suspected or unauthorized access to or use of the Platform or Products. 

3.2. Access Credentials.  Access to the Platform and Products is limited solely to Authorized Users. In no event shall any person working with or in any way related to Company’s competitors be designated as an Authorized User hereunder.  Customer shall restrict Authorized Users from sharing passwords and provide Authorized Users with appropriate instructions and precautions to maintain the security and confidentiality of their access credentials. Customer is solely responsible for any and all access and use of the Platform or Products that occur using credentials issued by Company or Customer. Customer agrees to immediately notify Company of any unauthorized use of any account or access credentials (e.g., login and password) issued to Customer or Authorized Users, or any other breach of security known to Customer. COMPANY SHALL NOT BE RESPONSIBLE FOR ANY MISUSE OF COMPANY OR AUTHORIZED USERS’ DATA OR INFORMATION RESULTING FROM THEIR FAILURE TO SECURE THEIR ACCESS CREDENTIALS TO THE PLATFORM AND PRODUCTS.

3.3. Customer Materials. Customer or its Affiliates shall provide and input into the Platform, on a timely basis, all necessary information and content for configuring the initial Platform database and the user interface for each Authorized Property, including room types, written descriptions of the Authorized Property, prices for rooms at the Authorized Property, quality photographs, logos, etc. (collectively, the “Customer Materials”).  Customer will continually maintain and update in a timely fashion all Customer Materials for each Authorized Property on the Platform and ensure that all such Customer Materials remain current, accurate and compatible with other third party distribution channels. Company will not be responsible or liable if any Customer Materials are incomplete, misleading, inaccurate or otherwise contain errors.  Company is authorized to rely upon all Customer Materials in the Platform. Utilizing an intermediary system that has not been authorized by Company in writing to upload Customer Materials violates the terms of this Agreement.  From time to time, Company may provide Customer with one or more APIs to upload Customer Materials to the Platform. Company may require Customer to agree to additional terms, conditions, restrictions and limitations in connection with Customer’s use of such APIs.

3.4. System Requirements.  Customer will access the Platform online (i.e., over the Internet). Nothing is installed by Company on Customer’s computers or downloaded by Customer from Company.  Customer is solely responsible, at its cost and expense, for (i) procuring, deploying, maintaining and updating the required equipment, hardware, software, services and systems necessary to access and use the Platform and Products, and (ii) paying all third party fees and access charges incurred in connection with the foregoing.  Company has set forth on its website the minimum and suggested requirements for Customer’s and its Authorized Users’ equipment, hardware, software, services and systems in order to access and use the Platform and Products. Such requirements may be updated by Company from time to time as technology evolves, and Company will provide as much advance notice to Customer of such changes as is reasonably practicable.  Company is not responsible or liable for any failure of such equipment, hardware, software, services or systems, or for Customer’s failure to use to recommended equipment, hardware, software, services or systems. In addition, Company will not be responsible for providing support to Customer if issues arise as a result of Customer not complying with such requirements.

3.5. Usage of Platform. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR THE ACCURACY OF ALL CUSTOMER MATERIALS ENTERED INTO, PROCESSED THROUGH AND DISPLAYED VIA THE PLATFORM AND ANY DAMAGE THAT RESULTS FROM OR IS ASSOCIATED WITH CUSTOMER’S OR AUTHORIZED USERS’ USE OF THE PLATFORM OR PRODUCTS. CUSTOMER IS SOLELY RESPONSIBLE FOR THE SUPERVISION, MANAGEMENT AND CONTROL OF THE USE OF THE PLATFORM AND PRODUCTS, INCLUDING DETERMINATION OF APPROPRIATE USES THEREOF IN ORDER TO ACHIEVE CUSTOMER’S INTENDED RESULTS.

3.6 Customer Affiliates.  Any Affiliate of Customer that executes an Order Form agrees to be bound by the terms of this Agreement as if it were an original Party hereto. Customer shall be responsible for each such Affiliate’s compliance with this Agreement. Customer and any such Affiliate shall be jointly and severally liable for all obligations arising under or related to any Order Form executed by such Affiliate.

4. THIRD PARTY PROVIDERS.

4.1. Use of Third-Party Offerings. Company may from time to time make Third-Party Offerings available to Customer via the Platform. Any use by Customer of any such Third-Party Offerings, and any exchange of data between Customer and any provider of a Third-Party Offering, is solely between Customer and the applicable provider of the Third-Party Offering. Customer’s purchase and use of any Third-Party Offering will be governed solely by the applicable third-party provider’s terms and conditions. Company is not a party to, and assumes no responsibility whatsoever under, such terms, including the collection or refund of fees and any direct agreement between Customer and the third-party terms do not amend the terms herein. Company does not warrant or provide technical support for any Third-Party Offering, whether or not designated by Company as “certified” or otherwise.  If Customer enables any Third-Party Offering for use with the Platform or any Products or Services, Customer grants Company permission to allow providers of that Third-Party Offering to access Customer Data as required for the interoperation and support of such Third-Party Offering. Company disclaims all responsibility and liability for any access, disclosure, modification, or deletion of Customer Data resulting from any such access by the providers of Third-Party Offerings.  

4.2. Third-Party Access Codes. To the extent that Company requires that Customer grant Company authorizations, passwords or other user credentials to a Third-Party Offering (“Access Codes”) to retrieve Customer Data or to enable interoperability with the Platform or Products, Customer shall promptly provide such Access Codes. Company shall not share, reassign, divulge or disclose any Access Codes except to Company employees or contractors specifically engaged in the performance of the services relating to Customer’s exercise of its rights granted hereunder.  

4.3. Third-Party Subcontractors. Company, in its sole discretion, may utilize third party subcontractors, including its Affiliates in the performance of its obligations under this Agreement, including to deliver any part of the Platform, Products or Services to Customer, and Company will be responsible for any violations of this Agreement by them.   

4.4. Third Party Links and Resources. The Platform may include links to third-party websites. Company is not responsible and shall not be liable for the content, products, or services available from those resources or websites.

5. PRIVACY AND SECURITY.  

5.1. Privacy. Company shall protect Personal Data in accordance with the DPA, except as otherwise agreed by the Parties in writing.

5.2. Security. Company will maintain the appropriate technical, physical, administrative and organizational controls designed to maintain the confidentiality, security and integrity of the Customer Data, as further detailed in Schedule 2 of the DPA.  Notwithstanding the foregoing, Customer acknowledges that the use of, or connection to, the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the Platform and Customer Data.  Company cannot and does not guarantee the privacy, security, integrity or authenticity of any information transmitted over or stored in any system connected to or accessible via the Internet or otherwise or that any such security precautions will be adequate or sufficient.  Company shall not (i) modify Customer Data, (ii) disclose Customer Data except as required by law or as expressly permitted in writing by Customer, or (iii) access Customer Data, except to provide the Products and Services, to prevent or address service or technical problems, or at Customer’s request in connection with customer support matters.

5.3. Monitoring. While Company is under no obligation to do so, it may, in its sole discretion and without further notice, monitor, and investigate access to and use of the Platform. Company may block or suspend Customer or Authorized Users’ use of the Platform without liability: (i) if there is a significant threat to the functionality, security, integrity, or availability of the Platform or Products, (ii) if Company reasonably believes that the Platform or Products are being used in violation of this Agreement or Applicable Law, (iii) if requested by a law enforcement or government agency or otherwise to comply with Applicable Law, or (iv) to protect the rights, property and safety of Company, Customer, Authorized Users and the public, or as otherwise specified in this Agreement. To verify Customer’s compliance with this Agreement, Customer shall cooperate with and provide such applicable information as is reasonably requested by Company from time to time.

6. FEES AND PAYMENT.                   

6.1. Fees. The fees for the Platform, Products and Services (“Fees”) shall be set out in the Order Form and paid in accordance with the timing set forth in the Order Form. Payment obligations are non-cancelable, Fees paid are non-refundable (except as set forth in Sections 8.5 and 11.1.2), and Authorized Properties cannot be removed until the end of the relevant Subscription Term.  

6.2. Payment Terms. 

6.2.1. Invoice Delivery. All invoices for all Fees will be delivered to Customer electronically via email to the designated contact specified in the Order Form.  Customer is responsible for providing complete and accurate billing and contact information to Company and notifying Company of any changes to such information. Company is not responsible for “undeliverable” or returned emails.  

6.2.2. Invoice Timing and Content. Unless otherwise set forth in the Order Form, the first invoice under the Order Form shall be sent on the Effective Date and shall include the Fees for all Authorized Properties listed in the Order Form. If additional Authorized Properties, Products or Services are added to the Order Form after the Effective Date, the Fees for such additional Authorized Properties, Products or Services shall be invoiced on the date such Authorized Properties, Products or Services are added to the Order Form.  All subsequent invoices shall be sent on the corresponding date of each successive billing period specified in the Order Form (e.g., monthly, quarterly or annually) as measured from the Effective Date. Each such invoice will include the Fees for all Authorized Properties, Products and Services then included in the Order Form. 

6.2.3. Payment Due Date. Unless otherwise stated in the Order Form, invoiced charges are due within fifteen (15) days of the invoice date.  

6.2.4. Payment Disputes. Customer must notify Company of any invoice disputes within ten (10) days of invoice delivery (deemed received one (1) business day after email transmission).  All invoice disputes must be made in good faith.  Customer must immediately pay all non-disputed portions of any invoice.  Once resolved, payment of disputed invoices will be due immediately. 

6.2.5. Pro-ration. For Authorized Properties added after the initial Authorized Property, Fees may be pro-rated from the date on which such additional Authorized Property was added to the Order Form through the end of the then-current Subscription Term to align with the billing cycle of the initial Authorized Property.

6.2.6. Additional Fees. In the event of a returned or denied payment attempt, Customer agrees to pay Company a reprocessing fee of $100.00 USD per instance.  If Customer requests a change to the invoicing structure, Company may charge an administrative fee of $100.00 USD.  

6.2.7. NON-UTILIZATION FEE The following applies to properties in the United States, Mexico, UK and Canada who are contracted to be users of Cloudbeds Payments. Customer acknowledges that the pricing, discounts, and commercial terms provided under this Agreement are conditioned upon Customer utilizing Cloudbeds Payments as Customer’s primary payment processing solution for Applicable Transactions processed through the Cloudbeds platform. Customer agrees that one hundred percent (100%) of Applicable Transactions processed through or facilitated by the Cloudbeds platform during each calendar month shall be processed through Cloudbeds Payments (the “Minimum Utilization Requirement”). Company may, in its reasonable discretion, disregard minor deviations from the Minimum Utilization Requirement. For purposes of this Section, an “Applicable Transaction” means any transaction for goods or services provided by Customer where Cloudbeds receives, stores, tokenizes, transmits, or otherwise processes payment credential data associated with a credit card or other electronic payment method through the Cloudbeds platform or related Cloudbeds services. Notwithstanding the foregoing, for properties located in Mexico, “Applicable Transactions” shall strictly mean e-commerce (card-not-present) transactions and shall exclude any card-present or physical payment terminal transactions. Applicable Transactions do not include transactions paid exclusively by cash, check, wire transfer, ACH, direct billing, Net 30 invoicing, cashier’s check, or other payment methods where no payment credential data associated with a credit card or electronic payment method is processed through the Cloudbeds platform.


6.3. Failure To Pay. Failure to pay any undisputed Fees may result in (i) late fees equal to the lesser of 1.5% per month or the maximum rate allowed by law from the date due until paid in full, and (ii) in Company’s discretion, immediate suspension or termination of the Platform, Products or Services, or delays in implementation.   In addition, Company may condition future renewals on payment terms shorter than those specified in Section 6.2. To reinstate the Platform, Products or Services after non-payment or late payment of undisputed Fees, Company reserves the right to charge Customer a reinstatement fee of five hundred dollars ($500.00).  Past due balances over 90 days will be subject to additional collection costs and legal expenses, which Customer hereby agrees to pay in addition to the unpaid Fees.   

6.4. Annual Increase.  Beginning on the first anniversary of the Effective Date and on each anniversary of the Effective Date thereafter during the Subscription Term (including any renewal term), Company may increase the Fees, provided that any such increase shall take effect on the applicable anniversary of the Effective Date and shall not occur more than once in any twelve (12) month period, unless otherwise provided in the Order Form. Company shall provide Customer with at least ninety (90) calendar days prior written notice of any increase under this Section, specifying the revised Fees and the date on which the increase will take effect.

6.5. Base Currency. All currency amounts stated in this Agreement shall be in the currency specified in the applicable Order Form.  Such currency shall be the exclusive currency for invoicing, payment, and calculation of Fees, unless otherwise agreed in writing by the Parties.

6.6. Taxes. Each Party will pay all applicable taxes in any jurisdiction arising by reason of performance of its obligations as set forth in this Agreement, including any sales or use taxes and all taxes based upon its net income, gross receipts or assets and all payroll taxes with respect to its employees. State sales taxes, if any, will be determined based on the address provided by Customer for invoicing purposes. 

7. PROPRIETARY RIGHTS AND USE OF INFORMATION.      

7.1. Company Ownership. As between the Parties, Company owns all right, title and interest (including all IPR) in and to (i) all versions of the Platform, Products and Services, and any components thereof,  (ii) all derivative works based on the foregoing, including modifications or derivative works created at the request or suggestion of Customer or an Authorized  User,  (iii) any Statistical Information and (iv) any Feedback. All rights not expressly granted to Customer herein are reserved by Company. There are no implied licenses to the Platform, Products or any other IPR of Company. 

7.2. Customer Data and Materials.  As between the Parties, all right, title and interest, including all IPR, in Customer Data and Customer Materials are and shall remain the sole and exclusive property of Customer. Customer grants to Company a limited, non-exclusive, non-transferable, non-sublicensable right and license, during the Term to maintain and use such Customer Data and Customer Materials for the purposes contemplated herein. CUSTOMER HAS SOLE RESPONSIBILITY AND COMPANY EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR THE ACCURACY, QUALITY, INTEGRITY, LEGALITY AND RELIABILITY OF CUSTOMER DATA AND CUSTOMER MATERIALS.  Customer has obtained and will continue to obtain all rights, licenses and permissions necessary for Company to use the Customer Data and Customer Materials in connection with the provision of Products and Services as contemplated hereunder, including to transmit Customer Data to and share it with third parties per Customer’s instructions.    

7.3. Feedback. Customer and Authorized Users may from time to time provide to Company ideas, suggestions, comments and/or other feedback regarding the Products, Services or Platform, including suggestions for improvements or new features or functions for the Platform, Products or Services (collectively, “Feedback”).  The provision of Feedback by Customer to Company is voluntary. Such Feedback shall constitute Confidential Information of Company.  Customer shall and does hereby irrevocably assign to Company all right, title and interest in and to the Feedback (including all IPR therein). Company may use the Feedback for any purpose without obligation of any kind to Customer or Authorized Users. Customer shall not knowingly provide Feedback to Company that: (i) is in breach of Customer’s confidentiality obligations to third parties or (ii) infringes third party IPR, or (iii) is in violation of Applicable Laws. For the avoidance of doubt, nothing in this Section grants any ownership rights to Company in any of Customer’s products, services or business.

7.4. Statistical Information. Company may derive and compile, either manually or automatically, Statistical Information and use it for its business purposes, including for operations management, support, training, testing, improvement and sharing with its subcontractors and other relevant parties for similar purposes. “Statistical Information” means analytics, statistical and other information contained in or derived from Customer Data or other data related to, stored or used in connection with the Platform, Products or Services by Customer or Authorized Users which data is anonymized and aggregated with other data captured in the Platform or Products pertaining the performance, operation and use of the Platform.

8. TERM AND TERMINATION.

8.1. Term. The term of this Agreement shall commence on the Effective Date and shall continue in effect for the Subscription Term specified in the Order Form for the last Authorized Property, including any renewals thereof, until expired or terminated as provided in this Agreement (“Term”).            

8.2. Subscription Term. Unless otherwise specified in an applicable Order Form, each Subscription Term for Authorized Property(ies) shall begin on the Effective Date set forth in the applicable Order Form. Authorized Property(ies) and additional Products or Services for existing Authorized Property(ies) may be added to the Order Form after the Effective Date.  The Subscription Term expiration date for any Authorized Properties or Products and/or Services added after the Effective Date shall be adjusted to align with Customer’s then-current consolidated billing cycle such that the Subscription Terms for all Authorized Property(ies) and related Products or Services regardless of when they were added to the Order Form expire on the same date or renew together (if applicable).  For example, if the initial Authorized Property is included in an Order Form with an Effective Date of January 1 and a 12-month Subscription Term, and a second Authorized Property is added to the Order Form on July 1, both Authorized Properties’ Subscription Terms would end on December 31, and if renewed, both would commence a new 12-month Subscription Term on January 1.  For clarity, unless otherwise expressly set forth in the applicable Order Form, the alignment of Subscription Term expiration dates and coordinated renewals for all Authorized Properties and related Products or Services under an Order Form applies solely to the Subscription Term and does not modify pricing, fees, discounts, payment obligations, minimum commitments or any other commercial terms in the Order Form.

8.3. Termination for Material Breach. This Agreement may be terminated by a Party by written notice if the other Party is in material default or material breach of this Agreement and (if capable of remedy) fails to cure such default or breach within thirty (30) days after receiving a written notice of default or breach, provided that the cure period shall be five (5) business days in the case of Customer’s failure to pay undisputed amounts owed to Company.  

8.4. Other Termination Rights. In the event of any dispute regarding ownership, control, or operation of an Authorized Property (including the right to access any Customer account), Company shall have the right, in its sole discretion, to (i) suspend Customer’s access to, and use of, the Platform and Products until such time that the dispute has been resolved as demonstrated by an order of a court or a relevant tribunal having competent jurisdiction, or the written consent of all parties involved or (ii) terminate this Agreement in its entirety or the portion of the Agreement relating to the disputed Authorized Property upon written notice to Customer. 

8.5. Effect of Termination. In case of any termination of this Agreement, Customer shall, on the termination date, pay (i) all Fees currently owed to Company as of the date of termination, including all Fees accruing between the date of the notice of termination and the actual termination date unless Customer terminates this Agreement in accordance with Section 8.3 in which case, Customer shall be entitled to a prorated refund of any pre-paid Fees for the remainder of the applicable Subscription Term, and (ii) cease any access to or use of the Platform, Products or Services.  No later than thirty (30) days following termination, if directed by the Disclosing Party, the Receiving Party shall return (via secure file transfer) or destroy all Confidential Information, and upon request certify, in writing, the accomplishment of the obligations set forth in this Section.  

8.6. Survival. The provisions of this Agreement that by their nature extend beyond the termination of this Agreement, including Sections 2.2 (Use Restrictions), 5 (Privacy and Security), 6 (Fees and Payment), 7 (Proprietary Rights and Use of Information), 8 (Term and Termination), 9 (Confidential Information), 10 (Representations, Warranties and Disclaimers), 11 (Indemnification), 12 (Limitation of Liability),  13 (Entire Agreement; No Third-Party Beneficiaries) and 26 (Headings and Interpretation) will survive the termination of this Agreement. 

9. CONFIDENTIAL INFORMATION.           

9.1. Protection and Use of Confidential Information. The Receiving Party shall preserve the Confidential Information of the Disclosing Party in confidence. The Receiving Party agrees to take the same security precautions to protect against disclosure or unauthorized use of the Confidential Information of the Disclosing Party that the Receiving Party takes with its own Confidential Information of like nature, but using not less than the standard of care that a reasonable person in such business would use to safeguard Confidential Information. The Receiving Party will not use the Confidential Information for any purpose other than the performance of obligations or exercise of rights under this Agreement and will not disclose Confidential Information to any other entity or person other than to its employees, officers, directors, advisors, agents or other representatives (collectively, “Representatives”) who have a need to know such Confidential Information for such purpose and who are bound by confidentiality obligations at least as protective of the Confidential Information as this provision.  The Receiving Party shall be responsible for full compliance with the terms and conditions of this Agreement by its Representatives.  

9.2. Legal Requirement. If Confidential Information is required to be disclosed by law, regulation or court order by either Party, such disclosure shall be permitted to the extent legally required, provided that to the extent legally permissible, the Disclosing Party is given reasonable prior notice by the Receiving Party to enable it to seek a protective order or confidential treatment prior to such disclosure by the Receiving Party.

9.3. Scope Limitation. Confidential Information does not include any information that (i) is or becomes generally available to the public other than as a result of a breach of this provision by the Receiving Party, (ii) was known to the Receiving Party at the time of disclosure by the Disclosing Party without any obligation of confidentiality as evidenced by written records or other reasonable proof, (iii) was disclosed to the Receiving Party by a third party without any breach of confidentiality by the third party, or (iv) is independently developed by the Receiving Party without use of any Confidential Information of the Disclosing Party as evidenced by written records or other reasonable proof. 

9.4. Confidentiality Term.  The obligations of this provision will survive termination of this Agreement (i) with respect to Confidential Information that constitutes a “trade secret” under applicable law, for so long as such Confidential Information remains a trade secret under applicable law and (ii) with respect to all other Confidential Information, for a period of three (3) years following termination. 

10. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS.

10.1. Mutual Warranties. Each Party represents and warrants to the other Party that: (i) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, (ii) it has and will continue to have the authority and all necessary rights, licenses, consents, permissions, and approvals to enter into, to grant the rights and perform the duties and obligations described in this Agreement, (iii) the performance of its obligations hereunder does not conflict with any other agreement either signed or contemplated, and (iv) the performance of its obligations hereunder shall be in compliance with Applicable Laws.

10.2. Disclaimers. EXCEPT AS SET FORTH IN SECTION 10.1, COMPANY AND ITS AFFILIATES DO NOT MAKE ANY WARRANTIES OR REPRESENTATIONS AND TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE PLATFORM, PRODUCTS AND SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE,  AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, OR AS TO THE ACCURACY OR COMPLETENESS OF THE CONTENT, DATA OR INFORMATION PROVIDED OR MADE AVAILABLE BY COMPANY. IN ADDITION, COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT THE OPERATION OF THE PLATFORM OR THE PROVISION OF PRODUCTS AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, SECURE, OR WILL OPERATE IN COMBINATION WITH ANY SOFTWARE OR EQUIPMENT NOT SPECIFIED BY COMPANY, OR THAT THE PLATFORM, PRODUCTS OR SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS.  COMPANY WILL NOT BE LIABLE TO CUSTOMER OR ANY OTHER THIRD PARTY FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS IN THE OPERATION AND/OR PERFORMANCE OF THE PLATFORM, PRODUCTS OR SERVICES, OR THE AVAILABILITY OF THE PLATFORM, PRODUCTS OR SERVICES.

11. INDEMNIFICATION.  

11.1. Obligation of Company.  

11.1.1. IP Infringement Indemnity. Company shall, at its sole cost and expense,  indemnify, defend and hold harmless Customer, its Affiliates, and its and their respective officers, directors, employees and agents (collectively, the “Customer Indemnitees”) from and against damages, costs and expenses (including reasonable legal fees and expenses) finally awarded against Customer Indemnitees, that were incurred or suffered by any of them as a result of third party claims, actions or demands (“Claims”), arising out of or in connection with infringement or misappropriation of IPR resulting from the authorized use of the Platform or Products, provided Company’s obligation shall be contingent upon Customer being in good standing and fulfilling its obligations under the terms of this Agreement. 
 

11.1.2. Mitigation. Without limiting either Party’s indemnification obligations, if the Platform or Products are enjoined for any reason or if Company believes they may be enjoined, then Company shall have the right, at its own expense and in its sole discretion, to: (i) procure for Customer the right to continue using the Platform or applicable Products, (ii) modify the Platform or Products as applicable, or any parts thereof or re-direct the manner in which they are used such that they become non-infringing, or (iii) replace the Platform or Products or any parts thereof, as applicable with non-infringing materials, or if none of the foregoing is commercially reasonable, terminate this Agreement and refund on a pro-rata basis the Fees paid by Customer for the period that the Platform or Products were not available or usable.  

11.1.3. Exceptions. Notwithstanding anything to the contrary, Company shall have no obligations or liability under this Section or otherwise, including any duty to defend a Claim or any portion of a Claim or any enhanced damages for a Claim, if the Claim is based upon, arises out of, or is related to, in whole or in part:  (i) the combination of the Platform or Products with any third party product, software, solution, or service or the use of any such combination, (ii) any modifications made to the Platform or Products by Company in compliance with specifications or instructions provided by Customer, (iii) use of the Platform or Products outside the scope of the rights set forth in this Agreement, or in violation of any law or any restriction or limitation set forth in this Agreement, (iv) Customer’s failure to comply with Company’s direction to cease any activity that in Company’s reasonable judgment may be ruled to be an infringement or misappropriation of a third party’s rights, (v) any allegation by a third party that does not specifically reference the Platform  or Products, or a feature of function of the Platform or Products, (vi) any IPR Claim for which Customer does not promptly tender control to Company, or (vii) any IPR Claim for which Customer first provides written notice to Company more than one (1) year after the termination or expiration of this Agreement.  In addition, Company will not have any obligations under this Section and Customer forfeits its right to defense and indemnity under this Section if Customer is in breach of its confidentiality or payment obligations at the time of the Claim or at any time thereafter.  


11.1.4. Sole Remedy. THE TERMS IN THIS SECTION 11.1 (OBLIGATIONS OF COMPANY) SHALL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND COMPANY’S SOLE AND EXCLUSIVE LIABILITY AND OBLIGATION WITH RESPECT TO THIRD PARTY CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.  EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 11.1 (OBLIGATIONS OF COMPANY), COMPANY SHALL NOT HAVE ANY OBLIGATION TO DEFEND OR INDEMNIFY CUSTOMER FOR THIRD PARTY CLAIMS.  

11.2. Obligation of Customer. Customer shall, at its sole cost and expense, indemnify, defend and hold harmless Company, its Affiliates, and its and their respective officers, directors, employees and agents (collectively, the “Company Indemnitees”) from and against any third party Claims arising out of or relating to: (i) acts or omissions of Customer and/or any Authorized User that result in personal injury or death, (ii) an intentional, fraudulent, tortious or grossly negligent act or omission or any willful misconduct of Customer and/or any Authorized User, (iii) any unauthorized use of the Platform or Products including infringement or misappropriation of IPR by Customer and/or any Authorized User, (iv) any Customer Data or Customer Materials or other data or information about an Authorized Property being inaccurate, misleading, incomplete or erroneous, including the prices and availability of rooms, (v) the failure by Customer or and/or any Authorized User to comply with Applicable Laws, (vi) any dispute involving  a visitor, customer, resident or patron, or the joint owners, of an Authorized Property, and (vii) any allegation or claim that any Customer Data or Customer Materials constitute an infringement or misappropriation of any IPR or privacy rights of any third party.

11.3. Indemnification Notification and Procedure. The indemnified Party shall provide the indemnifying Party with prompt written notice and copies of relevant documentation regarding any claim or action for which indemnification may be sought. Failure by the indemnified Party to give such notice to the indemnifying Party shall not relieve the indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure materially disadvantages the indemnifying Party. If the indemnifying Party fails to appoint an attorney within ten (10) business days after it has been notified in writing of any such claim or action, the indemnified Party will have the right to select and appoint an attorney and the reasonable cost and expense thereof will be paid by the indemnifying Party. The indemnifying Party shall control the defense of any such claim, provided however that it shall not settle, compromise or consent to the entry of any judgment, unless such settlement, compromise or consent includes an unconditional release of the relevant indemnitees from all liability arising out of such claim or action, and is solely monetary in nature and does not include a statement as to, or an admission of culpability or failure to act by or on behalf of, the relevant indemnitees or otherwise adversely affect any of them. The indemnified Party shall reasonably cooperate with the indemnifying Party in the defense thereof at the indemnifying Party’s expense. 

12. LIMITATION OF LIABILITY.

12.1. Damages Waiver. EXCEPT FOR UNCAPPED CLAIMS, IN NO EVENT SHALL COMPANY, ITS AFFILIATES, SUPPLIERS, AND/OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING ANY PENALTIES OR FINES OF ANY KIND, OR ANY LOSS OF REVENUE, PROFITS, BUSINESS, DATA OR GOOD WILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR THE PRODUCTS, SERVICES, OR PLATFORM, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. IN ADDITION, COMPANY WILL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR SYSTEMS.

12.2. Cap. EXCEPT FOR UNCAPPED CLAIMS, IN NO EVENT SHALL THE MAXIMUM CUMULATIVE LIABILITY OF COMPANY,  ITS AFFILIATES, LICENSORS, AND/OR SUPPLIERS FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR THE PLATFORM, PRODUCTS OR SERVICES, REGARDLESS OF THE FORM OF ACTION, EXCEED IN THE AGGREGATE, THE LESSER OF (I) THE TOTAL ANNUAL FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE OF THE CLAIM FOR THE APPLICABLE AUTHORIZED PROPERTY(IES) TO WHICH THE CLAIM RELATES, OR (II) FIVE THOUSAND DOLLARS ($5,000 USD), LESS IN ALL CIRCUMSTANCES PREVIOUS AMOUNTS PAID IN SATISFACTION OF LIABILITY UNDER THIS AGREEMENT.

12.3.  Uncapped Claims. The limitations set out in Sections ‎‎12.1 and ‎12.2 shall not apply to claims that cannot be limited as a matter of Applicable Law (“Uncapped Claims”). 

12.4. Conditions. The exclusions and limits in this Section ‎12 reflect the Parties’ allocation of risk and will apply under any legal theory (including contract or tort), even where a Party was aware of the possibility of such damages, the damages were foreseeable, or any remedies hereunder fail of their essential purpose. 

13. ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES. This Agreement and its associated schedules, exhibits, addendums and attachments set forth the entire understanding between the Parties regarding the subject matter hereof and supersede any and all prior or contemporaneous oral and/or written proposals, agreements and/or understandings between the Parties relating thereto.  Nothing in this Agreement, express or implied, is intended to confer on any person or entity (including any Authorized Property or any Authorized User), other than the Parties and the Indemnified Parties, any right or remedy of any nature whatsoever under this Agreement.

14. NOTICE. All notices required by or relating to this Agreement will be in writing and will be personally delivered or sent by means of overnight or express courier or certified mail, postage prepaid.  Notices to Customer will be addressed to Customer to the address and principal contact (or in the case of a billing notice, to the billing contact) set forth above or such other contact and address as Customer notices to Company in writing in accordance with this provision.  Notices to Company will be addressed to Company’s Chief Executive Officer at the address set forth above or such other address and contact as Company notices to Customer in writing in accordance with this provision.  Notices shall be considered given on the date of receipt, if delivered by hand or by courier, and five (5) days after the date of mailing, if mailed postage prepaid.  

15. GOVERNING LAW; JURISDICTION; ATTORNEYS’ FEES. This Agreement will be governed by and interpreted in accordance with the laws of the State of California as to all matters, including but not limited to matters of validity, construction, effect, performance and remedies, without regard to conflicts of law principles thereof.  The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.  The Parties further agree to waive and opt-out of any application of the Uniform Computer Information Transactions Act (UCITA), or any version thereof, adopted by any state of the United States in any form.  For purposes of all disputes and claims related to or brought under this Agreement, each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts located in San Diego County, California, provided that either Party shall have the right to seek equitable relief in any court of competent jurisdiction.  In case of an action or claim related to this Agreement, including to enforce any rights or conditions of this Agreement, or any appeal, it is mutually agreed that the losing Party in such suit, action, proceeding or appeal shall pay the prevailing Party’s reasonable attorneys’ fees and costs incurred.  

16. AMENDMENTS. This Agreement may not be amended or modified except in a writing duly executed by authorized representatives of both Parties.

17. ASSIGNABILITY. Customer may not assign, novate or otherwise transfer this Agreement nor any rights granted hereunder whether voluntarily or by operation of law or through change of control, including by way of sale of stock, assets, merger or consolidation or otherwise (collectively “Assignment”) without the prior written consent of Company, which consent shall not be unreasonably withheld.  Any Assignment contrary to the foregoing shall be null and void and of no legal effect. Subject to the foregoing, this Agreement shall be binding upon the Parties and their respective legal successors and permitted assigns. 

If, during the Term, Customer sells or divests an Authorized Property (each a “Divested Property”), Customer may transfer to the Divested Property the portion of the subscription identified on the applicable Order Form as applicable to such Divested Property if all of the following conditions are met: (i) the Divested Property enters into a separate agreement with Company for the same Platform and Products contained in the applicable Order Form at Company’s then-current rate for such Platform and Products; and (ii) the Divested Property and/or Customer agrees to pay Company, in advance, for all standard fees associated with any implementation and transfer costs, including any expanded use of the Platform or Products for the Divested Property. If both conditions are met, Company will amend the applicable Order Form to reflect the reduction in the number of Authorized Properties as of the effective date that the Divested Property signs a new agreement with Company. If the Divested Property does not wish to continue using the Platform and Products, Customer will continue to remain liable for the cost of Divested Property’s subscription contracted under the original Order Form.

18. NO WAIVER. No failure or delay on the part of either Party in the exercise of any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. 

19. PUBLICITY. Company may use Customer’s name(s) and/or brand names(s), image(s), trademark(s) or logo(s) to identify Customer as a customer of Company for public relations, print and online marketing, sales or promotion purposes. Customer agrees that Company may announce their relationship with a press release upon contract signing. Customer will have the right to pre-approve quotes or text endorsements, not to be unreasonably withheld, prior to public distribution.   Customer hereby grants to Company a worldwide, non-exclusive, royalty-free, fully paid-up right and license to use Customer’s name, images, trademarks and logos for purposes contemplated in this Section.  Except as expressly set forth above, all right, title and interest in Customer’s name, images, trademarks and logos shall remain the sole and exclusive property of Customer.  Each Party agrees not to make any false or misleading public statements that are intended to damage the other Party’s business, reputation or business relationships through any type of media.

20. FORCE MAJEURE. Any delays in or failure of performance by Company shall not be considered a breach of this Agreement if such delay or failure is caused by acts of God, unforeseeable circumstances, acts (including a delay or failure to act) of any governmental authority (de jure or de facto), embargoes, strikes, labor disputes, riots, fire, floods, earthquakes, wars (declared or undeclared) or other military action, terrorism, sabotage, epidemics, pandemics, state of emergency, lockdowns, travel bans, or other causes beyond Company’s reasonable control.

21. SEVERABILITY. In the event that any court having competent jurisdiction over the interpretation of this Agreement shall finally determine that one or more of the provisions contained in this Agreement is unenforceable in any respect, then such provision shall be deemed limited and restricted to the extent that such court deems it to be enforceable, and, as so limited or restricted, shall remain in full force and effect.  In the event that any such provision or provisions shall be deemed wholly unenforceable, such provision shall be deleted from this Agreement, and the remaining provisions shall remain in full force and effect. 

22. EQUITABLE RELIEF. In the event of a breach or threatened breach of this Agreement pertaining to proprietary rights or confidentiality obligations, the injured Party may have no adequate monetary remedy and, accordingly, may seek an injunction or other equitable remedy against such breach.  Nothing herein shall be construed as a waiver or prohibition against any other legal or equitable remedies in the event of a breach of a provision of this Agreement.

23. INDEPENDENT CONTRACTOR. Company and Customer are independent contractors with respect to each other, and nothing herein creates an association, joint venture, partnership or other agency relationship between them. 

24. ORDER OF PRECEDENCE. In the event of any inconsistency among the following documents, the order of precedence shall be: (i) Order Forms, (ii) these Master Terms and Conditions and (iii) any exhibits, appendices and other attachments. In the event of any inconsistency between the terms of the DPA and this Agreement, Order Forms, and other exhibits, appendices and other attachments, the terms of the DPA shall prevail with respect to any matter concerning compliance with applicable data protection laws. Company rejects any term or condition in any Customer-form purchasing document (excluding Order Forms).

25. COUNTERPARTS. This Agreement (including any Order Form) may be executed by facsimile, electronic mail (including PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and in any number of counterparts, each of which when so executed will be deemed to be an original and all of which when taken together will constitute one agreement.

26. HEADINGS AND INTERPRETATION. The headings and titles contained in this Agreement are included for convenience only and will not limit or otherwise affect the interpretation of this Agreement.  Unless expressly stated otherwise, references in this Agreement to “Sections” mean sections of this Agreement and include all subsections thereof.  For the purpose of the construction and interpretation of this Agreement, the words “including,” “include,” “includes,” and “such as” are not terms of limitation, but rather will be deemed to be followed by the words “without limitation,” and the words “hereby,” “herein,” “hereof,” and “hereunder” refer to this Agreement as a whole. In construing the terms of this Agreement, no presumption shall operate in either Party’s favor as a result of its counsel’s role in drafting the terms hereof.

Terms archived on September 30, 2026: https://www.cloudbeds.com/hospitality-service-terms/