GoSuite Terms of Service

ACCEPTANCE OF TERMS

IMPORTANT -- READ CAREFULLY: BY CREATING AN ACCOUNT OR BY UTILIZING THE GOSUITE SERVICE YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

Welcome to GoSuite. Your use of GoSuite is subject to these Terms of Service. This is a legal agreement ("Agreement") between You and GramercyOne Technology Corp. ("GramercyOne"), a Delaware Corporation, for use of GoSuite (“GoSuite” includes the use of “GoBook” and/or “GoPromote” programs). "You" refers to any individual who creates a GoSuite account, or, if GoSuite is being used on behalf of an entity by an individual authorized to agree to such terms on behalf of such entity, then "You" refers to such entity. If You do not agree with the terms of this Agreement, do not use GoSuite. GramercyOne reserves the right to update and change this Agreement from time to time without notice or acceptance by You. This Agreement will also be applicable to the use of GoSuite on a trial basis, if applicable. By using GoSuite, You signify Your irrevocable acceptance of this Agreement.

The website and any downloadable software associated with GoSuite are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.

PRIVACY & SECURITY
GramercyOne's privacy policy may be viewed at http://www.gramercyone.com/privacy/ GramercyOne reserves the right to modify its privacy policy in its reasonable discretion from time to time (as amended, the “Privacy Policy”). GramercyOne reserves and shall have the right to make use of Your personally identifiable information in order solely to operate the Service as provided in the Privacy Policy.

DESCRIPTION OF SERVICE
The GoSuite Service referred to herein (“Service”) means the GramercyOne GoSuite Software, a web-based reservation, booking and point-of-sale management system, and including all other audio and visual information, documents, products and services contained or made available to Customer in the course of using the Service (“Content”). A "GoSuite Account" or "Account" referred to herein means the account, provided by GramercyOne, where You may use GoSuite, the GoSuite Service, and GoSuite Content. GoSuite includes, a web site allowing You access to and use of a single GoSuite Account.

Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Agreement. In order to use the Service, You must obtain access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, You must provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. You also understand and agree that the service may include certain communications from GramercyOne, such as service announcements, administrative messages, etc., and that these communications are considered part of the Service and You will not be able to opt out of receiving them. You agree not to access the Service by any means other than through the interfaces that are provided by GramercyOne for use in accessing the Service. GramercyOne will provide the Service in accordance with this Agreement. GramercyOne may at its sole discretion modify the features of the Service from time to time without prior notice.

REGISTRATION
In order to use the Service, You must have a valid Account. To acquire an Account for the Service, You must provide GramercyOne with an electronic mail address and other information ("Registration Data"). You will choose an account designation for Your Account during the Service's registration process. You are responsible for maintaining the confidentiality of the access data for Your Account, and are fully responsible for all activities that occur under Your Account. You agree to (a) immediately notify GramercyOne of any unauthorized use of Your Account or any other breach of security, and (b) ensure that You exit from Your Account at the end of each session. GramercyOne cannot and will not be liable for any loss or damage arising from Your failure to comply with this section. In consideration of use of the Service, You agree to: (a) provide true, accurate, current and complete information about Yourself as prompted by the Service's registration form, and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. GramercyOne assumes no duty to verify such information. If You provide any information that is untrue, inaccurate, not current or incomplete, or GramercyOne has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, GramercyOne has the right to suspend or terminate Your Account and refuse any and all current or future use of the Service (or any portion thereof). You may not register for an Account if you are under the age of 18.

LICENSE
GramercyOne hereby grants you a non-exclusive, non-transferable, worldwide license to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. Your use of the Service shall be limited to reproducing copies of the screens comprising the Service on your computers and printing limited copies of such screens solely for your internal business purposes. All rights not expressly granted to you under the Agreement are reserved by GramercyOne. This license shall continue so long as this Agreement shall remain in effect, and shall terminate immediately upon any termination of this Agreement.

You may not access the Service if you are a direct competitor of GramercyOne, or any of its parent or affiliated entities except with GramercyOne's prior written consent. In addition, you may not access the Services for purpose of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purpose. The license granted in the paragraph above is solely for purposes of your internal business use.

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way including, without limitation, using the Service in a service bureau model; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service to "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer, reverse compile, decompile or in any other way derive the source code from the object code of the Service or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or © copy any ideas, features, functions or graphics of the Service in any manner that infringes any of GramercyOne’s intellectual property or other proprietary rights.

You may use the Service only for your regular, internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.

Certain editions of the Service offer integration capabilities via an application programming interface, or API. The number of API calls you can make per account is limited (excluding calls resulting from use of GramercyOne client applications, SpaFinder.com, and GramercyOne-certified applications) to an aggregate maximum of 200,000 calls/day/account.

TERMINATION, BREACH, SUSPENSION AND CANCELLATION
GramercyOne may, at its sole discretion, at any time and for any reason, terminate the Service, terminate this Agreement, or suspend or terminate Your Account. In the event of suspension or termination, Your account will be disabled.

OWNERSHIP OF WEBSITE ACCOUNT AND SECURITY
You are responsible for maintaining the security of Your GoSuite Account, and You are fully responsible for all activities that occur under the account and any other actions taken in connection with the GoSuite Account. You agree to immediately notify GramercyOne of any unauthorized uses of the Account or any other breaches of security. GramercyOne cannot and will not be liable for any loss or damage from Your failure to comply with this security obligation. You acknowledge and agree that under no circumstances will GramercyOne be liable, in any way, for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions.

ACCOUNT INFORMATION AND DATA
GramercyOne does not own the data, information, or other material provided or submitted by You to the Service in the course of using the Services (“Customer Data”). You, not GramercyOne, shall have sole ownership of all Customer Data and sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. GramercyOne shall use Customer Data only as necessary to perform the services in accordance with this Agreement and not for any other purpose whatsoever, except as may be required by any applicable law, governing body or agency, or for aggregated data analysis purposes. GramercyOne shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data unless such deletion, correction, destruction, damage, loss or failure to store is caused by negligence or willful misconduct on the part of GramercyOne. In the event this Agreement is terminated for any reason, GramercyOne will make available to you a file of the Customer Data within three (3) business days of termination if so requested in writing at the time of termination.

PROPRIETARY/INTELLECTUAL PROPERTY RIGHTS
GramercyOne alone shall own all right, title and interest, including all intellectual property rights (including, without limitation, all unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, know-how, and other trade secret rights, including any derivative thereof, and forms of a similar nature anywhere in the world), in and to all GramercyOne technology (including, without limitation, all software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to You in connection with Your use of the Service, the Content and the Service (other than Customer Data) and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service (other than Customer Data), any GramercyOne technology or any intellectual property rights owned by GramercyOne. The GramercyOne name, the GramercyOne logo, and the product names associated with the Service are trademarks of GramercyOne or affiliated third parties, and no right or license shall be deemed granted to use them to you, any User, or any other third-party without the prior, express written consent of GramercyOne.

EXPORT RESTRICTIONS
You acknowledge that the Service, or portion thereof may be subject to the export control laws of the United States. You will not export, re-export, divert, transfer or disclose any portion of the Service or any related technical information or materials, directly or indirectly, in violation of any applicable export law or regulation.

INJUNCTIVE RELIEF
You acknowledge that any use of the Service contrary to this Agreement, or any transfer, sublicensing, copying or disclosure of technical information or materials related to the Service, may cause irreparable injury to GramercyOne, its affiliates, suppliers and any other party authorized by GramercyOne to resell, distribute, or promote the Service ("Resellers"), and under such circumstances GramercyOne, its affiliates, suppliers and Resellers will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief.

THIRD PARTY INTERACTIONS
During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Neither GramercyOne, its parent nor any of its affiliates shall have any liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. GramercyOne does not endorse any sites on the Internet that are linked through the Service. GramercyOne provides these links to you only as a matter of convenience, and in no event shall GramercyOne, its parent or any of its affiliates be responsible for any content, products, or other materials on or available from such sites. GramercyOne provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.

CONTENT OF THE SERVICE
GramercyOne takes no responsibility for third-party content (including, without limitation, any viruses or other disabling features), nor does GramercyOne have any obligation to monitor such third-party content. GramercyOne reserves the right at all times to remove or refuse to distribute any content on the Service, such as content which violates the terms of this Agreement. GramercyOne also reserves the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce this Agreement, including investigation of potential violations hereof, © detect, prevent, or otherwise address fraud, security or technical issues, (d) respond to user support requests, or (e) protect the rights, property or safety of GramercyOne, its users and the public. GramercyOne will not be responsible or liable for the exercise or non-exercise of its rights under this Agreement.

INTERNATIONAL USE
Recognizing the global nature of the Internet, You agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, You agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which You reside.

NO RESALE OF THE SERVICE
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express permission by GramercyOne.

YOUR REPRESENTATIONS AND WARRANTIES
You represent and warrant that (a) all of the information provided by You to GramercyOne to participate in the Service is correct and current; and (b) You have all necessary right, power and authority to enter into this Agreement and to perform the acts required of You hereunder.

DISCLAIMER OF WARRANTIES
EXCEPT AS SET FORTH IN THIS AGREEMENT, GRAMERCYONE MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. EXCEPT AS SET FORTH IN THIS AGREEMENT, GRAMERCYONE DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR © THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY GRAMERCYONE

INTERNET DELAYS; SERVICE LEVELS; DATA PROTECTION
GRAMERCYONE’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. GRAMERCYONE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

GRAMERCYONE HEREBY REPRESENTS AND WARRANTS TO CUSTOMER THAT ALL CUSTOMER DATA IS STORED BY GRAMERCYONE ON MULTIPLE SERVERS, IN A CONTROLLED, SECURE ENVIRONMENT, PROTECTED BY NECESSARY SECURITY MEASURES (INCLUDING, WITHOUT LIMITATION, FIREWALLS AND PASSWORDS) TO PREVENT UNATUHORIZED ACCESS OR USAGE. GRAMERCYONE PERFORMS A ONCE DAILY BACKUP OF ALL CUSTOMER DATA, WHICH CUSTOMER SHALL HAVE ACCESS TO (IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT) IN THE EVENT OF FAILURE OF THE SERVICE, AND SUCH BACKUPS ARE STORED OFFSITE FROM GRAMERCYONE’S MAIN BUSINESS OPERATIONS.

LIMITATION OF LIABILITY
IN NO EVENT SHALL EITHER PARTY (OR ITS AFFILIATES) BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ADDITIONAL RIGHTS
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

INDEMNITY
You shall indemnify and hold GramercyOne, its parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; (iii) any claim arising from your performance (or non-performance, as the case may be), of any service provided to any of your customers, or (iv) a claim arising from any breach by you or your Users of this Agreement, provided in any such case that GramercyOne (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release GramercyOne of all liability and such settlement does not adversely affect GramercyOne's business or Service); © provides to you all available information and assistance; and (d) has not compromised or settled such claim.

MODIFICATIONS TO SERVICE
GramercyOne reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice at any time. You agree that GramercyOne shall not be liable to You or to any third party for any modification, suspension, termination or discontinuance of the Service.

ASSIGNMENT
This Agreement may be assigned without consent by either party to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void ab initio. Any actual or proposed change in control of you that results or would result in a direct competitor of GramercyOne or any of its affiliates directly or indirectly owning or controlling 50% or more of you shall entitle GramercyOne to terminate this Agreement immediately upon written notice.

NOTICES
GramercyOne may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in GramercyOne's account information, or by written communication sent by first class mail or pre-paid post to your address on record in GramercyOne's account information. Such notice shall be deemed to have been given upon the expiration of forty eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or twelve (12) hours after sending (if sent by email). You may give notice to GramercyOne (such notice shall be deemed given when received by GramercyOne) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to GramercyOne, addressed to the attention of: Chief Executive Officer with a copy to the General Counsel.

GENERAL
This Agreement shall be governed by New York State law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in New York, New York and you agree not to assert any defense that an action brought in such jurisdiction is in an inconvenient forum. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and GramercyOne as a result of this agreement or use of the Service. The failure of GramercyOne to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by GramercyOne in writing. This Agreement comprises the entire agreement between you and GramercyOne and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the Parties regarding the subject matter contained herein. This Agreement may not be modified or amended other than in a writing executed by each of the Parties.

Each of the Parties shall be independent contractors and shall have no power or authority to bind the other Party or to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the other Party. Nothing in this Agreement shall be construed to define the Parties as agents, partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking or venture.

Upon commencement of the Initial Term and for so long as you remain an GramercyOne customer thereafter, you acknowledge and agree that GramercyOne may disclose the fact that you are an GramercyOne customer, as well as the edition of the Service that you are using.

The Parties participated in the drafting of this Agreement and, in the event that any dispute arises in the interpretation or construction of this agreement, no presumption shall arise that either one Party or the other drafted this Agreement. The language in all parts of this Agreement shall in all cases be construed according to its fair meaning. In this Agreement, unless the context otherwise requires, the masculine, feminine and neuter genders and the singular and plural include one another.

Neither Party shall be responsible for any failure to perform due to unforeseen circumstances or to causes beyond its control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, shortages of transportation facilities, fuel, energy, labor or materials or failures of telecommunications or electrical power supplies (a "Force Majeure Condition"); provided however, economic inability to satisfy a payment obligation shall not be deemed a Force Majeure Condition. A Party whose performance is affected by a Force Majeure Condition shall be excused from such performance to the extent required by the Force Majeure Condition so long as such party takes all reasonable steps to avoid or remove such causes of nonperformance and immediately continues performance whenever and to the extent such causes are removed.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

STATUTE OF LIMITATIONS
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising of or related to use this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Last revision: October 24, 2011