RoomListo

Terms of service

Last updated: [Jeremy: date these terms take effect]

Draft for legal review. Not in effect.

These terms have not been reviewed by a lawyer yet. Highlighted text in [brackets] marks decisions that Golden Signature LLC or its lawyer still has to make.

1. The agreement

These terms are an agreement between Golden Signature LLC, [Jeremy: state of organization] limited liability company (“Golden Signature,” “we,” “us”), which operates RoomListo, and the hotel, hotel ownership group or management company that signs up for RoomListo (the “Customer,” “you”).

By signing an order form that refers to these terms, or by using the Service, the Customer agrees to them. The person accepting confirms that they have authority to bind the Customer. If an order form and these terms conflict, the order form controls. [Lawyer: confirm the contract structure: order form plus these online terms, or a signed master agreement.]

2. Definitions

  • “Service” means RoomListo: the web app, the phone app, the housekeeping QR pages, the email-in address for reports, and related support.
  • “Order Form” means an order, quote or sign-up that lists the Customer’s hotels, fees and subscription term.
  • “Users” means the people the Customer allows to use the Service, such as front desk agents, housekeepers, technicians, managers, owners and their advisers.
  • “Customer Data” means information that the Customer or its Users put into the Service, including work orders, notes, photos, checklists, reports and staff account details.

3. The Service and accounts

  • During the subscription term, we will make the Service available to the Customer for the hotels listed in its Order Form, for its internal business use.
  • The Customer creates and manages its Users’ accounts. Each User gets their own sign-in; accounts must not be shared. Owners and managers must use a second sign-in step.
  • The Customer is responsible for its Users’ use of the Service and for keeping sign-in details secure, and will tell us promptly at [email protected] if it suspects an account has been misused.
  • Users who are the Customer’s staff use the Service on the Customer’s behalf. The Customer is responsible for giving its staff any notices about the Service that the law or its own policies require.
  • We may improve and change the Service over time. We won’t make a change that materially reduces the core features the Customer subscribed to during its current term without notice.

4. Fees and payment

  • RoomListo is priced per hotel, with unlimited Users at each hotel. Fees are set out in the Order Form.
  • Fees are billed [Jeremy: monthly or yearly, in advance] and are due within [Jeremy: number of days] days of the invoice date. Late amounts may incur [Lawyer: late fee or interest, if any].
  • Fees do not include taxes. The Customer pays any sales, use or similar taxes, other than taxes on our income.
  • We may change fees for a renewal term by telling the Customer at least [Jeremy: number of days] days before the renewal.
  • If an undisputed amount is more than [Jeremy: number of days] days late, we may suspend the Service after giving notice, until it is paid.
  • Fees are non-refundable except where these terms say otherwise. [Jeremy/Lawyer: confirm refund policy.]

5. Pilots and trials

If we provide the Service as a free pilot or trial, it is provided “as is” for evaluation, for the period we agree to, and either party may end it at any time. Sections 16 and 17 apply to the fullest extent the law allows. [Jeremy: pilot terms, such as length, price and what happens to the data when a pilot ends.]

6. Customer Data

  • The Customer owns its Customer Data.
  • The Customer gives us permission to host, copy, process and display Customer Data only as needed to provide, secure and support the Service, and as the Customer instructs.
  • We handle personal information in Customer Data as described in our privacy policy. [Lawyer: add or reference a data processing addendum if offered.]
  • We do not sell Customer Data.
  • [Jeremy/Lawyer: decide whether we may use aggregated, de-identified data that does not identify the Customer, its hotels or any person, to improve the Service and for benchmarks.]
  • During the term, the Customer can download reports from the Service as CSV files, such as rooms out of order and equipment lists. We will also provide a full export of Customer Data on request. [Jeremy: format of a full export.]

7. Customer responsibilities

  • The Customer is responsible for the accuracy of the Customer Data and for its right to provide it.
  • RoomListo does not need guest information. The Customer will not enter guest names, payment details or other sensitive guest information into the Service, and will use the PMS report features only for out-of-order information.
  • The Customer will use the Service in line with the laws that apply to it, including employment and privacy laws.

8. Acceptable use

The Customer and its Users will not:

  • copy, resell or provide the Service to anyone outside the Customer’s organization;
  • reverse engineer the Service, except where the law allows it despite this limit;
  • try to get around the Service’s security, access another customer’s data, or test the Service’s security without our written permission;
  • overload the Service, or use automated tools to access it except as we allow;
  • upload malware, or content that is unlawful or infringes someone else’s rights.

We may suspend a User or the Service to stop a serious violation, and will tell the Customer.

9. AI features

Some optional features use AI, provided through Amazon Bedrock. They are off unless turned on for the Customer’s account. AI results are suggestions that a User reviews and confirms or edits before they take effect, and they may be incomplete or wrong. The Customer is responsible for what its Users confirm. Every feature can also be used without AI.

10. A planning tool, not a safety system

RoomListo helps hotels plan and track maintenance. It does not replace the Customer’s own judgment, inspections, licensed contractors, brand standards, or legal and code requirements, including fire, life-safety, pool and spa rules. Lists, reminders, readings and alerts depend on the information entered and may not catch every problem. The Customer remains responsible for its properties, its maintenance decisions and its compliance. Lost-revenue figures are estimates based on the figures the Customer enters.

Do not rely on RoomListo for emergencies. In an emergency, call 911 or the right emergency service.

11. Third-party services and brands

The Service runs on Amazon Web Services and works with other products, such as the Customer’s property management system and Apple or Google phones. We are not responsible for third-party products we don’t control. Hotel brand and PMS names, such as Choice Hotels, Choice Advantage, Marriott and IHG, belong to their owners. RoomListo is not affiliated with or endorsed by them.

12. Our intellectual property and feedback

We and our licensors own the Service, including its software, rules, design and the RoomListo name and mark. These terms give the Customer a right to use the Service, not ownership of it. If the Customer or its Users send us suggestions, we may use them without obligation.

13. Confidentiality

Each party will keep the other’s non-public business information confidential, use it only for this agreement, and share it only with people who need it and are bound to keep it confidential. This doesn’t cover information that is public, already known to the receiving party, received lawfully from someone else, or independently developed. A party may disclose information when the law requires it, after giving notice where allowed.

14. Availability, support and security

  • We will use commercially reasonable efforts to keep the Service available, apart from planned maintenance and events outside our reasonable control. [Jeremy: uptime commitment or service level, if any.]
  • Support is by email at [email protected]. [Jeremy: support hours and response times.]
  • We maintain reasonable administrative, technical and physical safeguards for Customer Data, including encryption, separation of each hotel’s data and a second sign-in step for owners and managers.
  • If we confirm a security incident affecting Customer Data, we will notify the Customer [Lawyer: “without undue delay” or a set number of hours] and share what we know.

15. Term and termination

  • The subscription term is set in the Order Form and renews automatically for the same length unless either party gives notice at least [Jeremy: number of days] days before it ends. [Jeremy: month-to-month or yearly terms.]
  • Either party may end the agreement if the other materially breaches it and doesn’t fix the breach within 30 days of written notice.
  • When the agreement ends, the Customer’s access stops. The Customer may ask for an export of its data for [Jeremy/Lawyer: number of days] days afterwards, after which we delete Customer Data as described in the privacy policy, except where the law requires us to keep it.
  • Sections that by their nature should continue (such as fees owed, confidentiality, disclaimers, limitation of liability and governing law) survive the end of the agreement.

16. Warranties and disclaimers

We warrant that we will provide the Service in a professional manner and that it will work materially as described in our documentation. If it doesn’t, the Customer’s remedy is for us to fix it or, if we can’t within a reasonable time, to end the affected subscription and refund prepaid fees for the rest of the term.

Except as stated in these terms, the Service is provided “as is,” and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the Service will be uninterrupted or error-free.

17. Limitation of liability

To the fullest extent the law allows, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data, even if told they were possible. Each party’s total liability under this agreement is limited to the fees the Customer paid for the Service in the [Lawyer: 12] months before the event giving rise to the claim.

[Lawyer: decide the exceptions to these limits, for example the Customer’s payment obligations, breach of confidentiality, and indemnification.]

18. Indemnification

[Lawyer: decide the indemnities. A common approach: we defend the Customer against claims that the Service infringes someone’s intellectual property, and the Customer defends us against claims arising from Customer Data or its breach of the acceptable use rules.]

19. Governing law and disputes

These terms are governed by the laws of [Jeremy/Lawyer: state, to be decided], without regard to its conflict of laws rules. Any dispute will be resolved in [Lawyer: the state or federal courts in a named county, or arbitration]. [Lawyer: decide on a jury trial waiver and an informal negotiation period before filing.]

20. Changes to these terms

We may update these terms. We will tell Customers about material changes at least [Jeremy: number of days] days before they take effect, by email or in the app. Changes apply from the Customer’s next renewal unless the Customer agrees sooner, or they are required by law.

21. General

  • Notices. We send notices to the email address of the Customer’s account contact. The Customer sends notices to [email protected] [Lawyer: add a postal address for legal notices].
  • Assignment. Neither party may assign this agreement without the other’s consent, except to a successor in a merger, acquisition or sale of substantially all of its business or assets.
  • Force majeure. Neither party is liable for delays caused by events outside its reasonable control, other than payment obligations.
  • Independent parties. The parties are independent contractors. This agreement does not create a partnership, employment or agency relationship.
  • Whole agreement. These terms, the Order Form and any documents they refer to are the parties’ whole agreement about the Service. If a provision is unenforceable, the rest stays in effect. Not enforcing a provision is not a waiver of it.
  • Language. These terms are available in English and Spanish. [Lawyer: decide whether the English version controls if the two differ.]
  • Publicity. We will not use the Customer’s name or logo in our marketing without its permission.

22. Contact

Golden Signature LLC
[Jeremy: mailing address]
[email protected]