Grasshopper365 Software Application Terms of Service

1. ACCEPTANCE OF TERMS. TripMemo Technologies Pvt. Ltd., which owns and operates www.TripMemo.com and www.Grasshopper365.com (hereafter referred to as “Company,” “We” or “Our”), and you enter into this agreement subject to the following Terms of Service (“Terms”). The Terms regulate your contractual association with the company, including but not limited to your use of websites, www.tripmemo.com and www.grasshopper.com (“Website”), as well as your use of the Grasshopper365 Business Software, TripMemo OTE Channel Manager, Mobile Apps and other various tools and features that are owned and operated by the Websites hereafter referred to as “Services” (defined below). They make legally binding commitments and obligations and you are hereby advised to carefully review them before accessing the Company website or availing of any of the Company-provided services. If you are representing any other company or entity while accessing the Website, you deputise for and warrant that you are commissioned to bind such entity to the clauses and provisions hereof. The Terms may be amended from time to time without prior intimation, and the then-current edition of the terms will apply to any action or transaction or omission of the company or you. This agreement shall hold good for an indefinite period and may be aborted by either party by issuing a thirty-day prior notice to the other party. THIS AGREEMENT ALSO BINDS AND GOVERNS YOUR RELATIONSHIP WITH YOUR CUSTOMERS (hereafter referred to as “USERS” or “CUSTOMERS”) WHO CONTACT YOU VIA THE COMPANY WEBSITES, MOBILE APPS, BUSINESS SOFTWARE, SNIPPETS, ETC.

These Terms of Service is an extension of the terms you may have already accepted while registering with TripMemo (Website(s) and Services). If not so, you are now required to accept the same along with accepting these Terms of Service. You hereby agree to have read and understood that both www.tripmemo.com and www.Grasshopper365.com are symbiotic entities, and hence you are aware that your commitments, agreements and liabilities with one are binding on the other. Note that when you agree to these Terms of Service, you additionally agree to the Terms of Service of the Company as a whole.

Once you accept these Terms, you additionally agree to the clauses of our Privacy Policy / https://www.tripmemo.com/cms/privacy_policy, which are further consolidated into these Terms. You agree that Company may handle your personal data in the mode(s) elucidated in the Privacy Policy, and you further agree that you will not manage the personal data of any third party with whom you may communicate or connect through the usage of the Services, except in concurrence with the Privacy Policy or the third party.

2. COMMUNICATIONS. Note that when you visit the Website or send emails to Company, you are communicating with us electronically, and further consent to receive electronic communications from us. We shall communicate with you via email or by putting up notices on the Website. You agree that all notices, agreements, disclosures and other communications that we provide/make with you electronically content any legal stipulation that such communications be in writing. Any letters, comments, or materials that you send to Company, including but not limited to criticisms, suggestions, comments, questions and so on (“Received Materials”), may be adjudged by Company to be non-confidential and devoid of any claims of personal rights or propriety. Company shall have no accountability of any kind regarding such Received Materials and will be unrestricted to use, reproduce, edit, transform, abridge, disclose, display, exhibit, create secondary/derivative works from and/or distribute/dispense the Received Materials without restraint or restriction. Furthermore, Company has the autonomy to use any concepts, ideas, know-how, or techniques comprised in any communication with you or vice versa, for any purpose whatsoever, including without limitation, manufacturing, developing, and marketing products with the aid of such ideas or information, without compensations/remunerations or any other obligations to anyone, including yourself. You agree that any information received from Company related to the procedures, finances, business, operations, customers, methods, plans and other information that would rationally be deemed confidential shall be regarded as Confidential Information and that you will not reveal any Confidential Information to third parties during the entire period of this Agreement and for five years post expiration.

3. DESCRIPTION OF SERVICES AND PRODUCTS. Company provides its users with an extensive assortment of services through the Website that permits users to manage and promote properties in the travel industry, encourage business, and dispense information related to availability, accessibility and booking through the Website (“Services”) and standalone software such as Grasshopper365. Note that the term “Services” includes all functionalities made accessible through the Website, including the connectivity API’s, help-desk system, and related support services. Any new attribute which enhances or augments the current Services, including the issue of new products or features, is also dictated by the Terms. Company retains the right at any time to amend or terminate all the free Services with or without prior notice. You agree that Company shall not be accountable to you or any third party for any suspension, modification or discontinuance of any of the Services. If a product or service is listed on the Website at a wrong price or with inaccurate information, we retain the right to cancel or refuse orders placed for the particular product or service, whether or not the order/booking has been confirmed and even if your account has been levied for the order (in which case a credit will be made to your account in the exact amount of the cost of the order/booking). Our formation or transmission of order confirmation does not indicate the acceptance of your order nor comprise an irrevocable confirmation of an offer to provide any service under the business listings on the Website, and we retain the right to decline or accept your order on any grounds. We may contact you and demand additional information from you before we grant such business listing. Services on the Website are listed for sale only to end-user customers and are not meant for resale. We retain the right to cancel, refuse or entreat the return of any products or services that are bought in violation of our restrictions and policies. You are solely responsible for any taxes levied on the use or sale of Services, and the applicable taxes may be appended to the amount exacted for the Services bought from the Website.

4. ACCESS AND FEES. You are accountable for acquiring access to the Services, which may often involve transactions with third parties such as network providers. Fees levied for the Services are as published on the Website. Your usage of the Website is subject to periodical payment of such fees.

5. LICENSE AND SITE ACCESS. Company hereby grants you, subject to the Terms, a limited non-transferable, non-sublicensable and non-exclusive license to avail the Grasshopper365 Software Services. You may not download any segment of the software or avail any Services other than for your own business use. You may not make use of any robots, data mining, or similar data collection tools or otherwise misuse your access to the Services for any unprescribed commercial purpose. You may not use any of the logos, trademarks, or other proprietary graphics without express written permission, which may be declined at Company’s absolute discretion. Note that Company’s logos and the names of the products and services are our trademarks. All other trademarks shown on the Website or in association with the services or products are the trademarks of their respective providers, and their mentions do not indicate or imply any endorsement or approval by them unless such endorsement or approval is expressly formulated. You may not seek to reverse engineer, decompile, disassemble, or otherwise alter or try to access the software, related code, or any section of the Services.

6. YOUR ACCOUNT. You are accountable for preserving the confidentiality of any account details, including your login ID and password, and for limiting access to your computer, and you concede to accept accountability for all actions that occur under your business listing or password. Company retains the right to cancel orders, remove or edit content, terminate accounts or refuse service at its sole discretion. You are also solely accountable for the currency and accuracy of the data entered into the Services under your user account. You hereby agree to recoup and hold the company safe from and against any claim in relation to the currency, accuracy, content or of the information you deliver through the Services.

7. LINKS. Company may offer links or snippet used services to other resources or websites. Since we do not have any control over such resources and websites, you hereby agree and acknowledge that we cannot be held responsible for the content or availability of such external resources or sites. You are free to create a link to the Company website as long as it does not depict Company or its services or products in a false, derogatory, misleading, otherwise offensive way. You are not allowed to use any of the Company’s trademarks, logos, or other proprietary graphics as part of your created link.

8. COPYRIGHT AND TITLE. The Services and all the copyrights, trade secrets and other proprietary rights therein, inclusive of any derivative work, are and shall remain the sole property of Company, regardless of what use you have made of them; and are protected by several definite United States and international trademark laws and copyright laws. The Terms bestow no title of ownership in the Services, except for in the products you purchase and are not a sale of any rights or entitlements in the Services, including any intellectual property rights related thereto.

9. WARRANTY. Company hereby necessitates that the Services and all modules thereof do not transgress any intellectual property right of any third party and agrees to hold you benign and recoup you regarding any final judgment acquired by a third party on the basis of a claim that the Services transgress on the intellectual property rights of such third party.

10. DISCLAIMER OF WARRANTY. EXCEPT AS EXPRESSLY DELINEATED IN SECTION 9 OF THIS DOCUMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY SORT- STATUTORY, WRITTEN, ORAL, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY OR PERFORMANCE OR FITNESS FOR A SPECIFIC PURPOSE. Company does not guarantee or warrant the accuracy, availability, or genuineness of any information furnished by or with regard to a hotelier or other Travel Service Provider reached through the Services, including information resulting in overbooking, and you accede to hold Company from and against any such claims. WITHOUT LIMITING THE AFOREMENTIONED, COMPANY DOES NOT CLAIM THAT ALL ERRORS COULD BE CORRECTED OR THAT RUNNING OF THE WEBSITE AND/OR TRANSFER OF THE SERVICES SHALL BE ERROR-FREE OR UNINTERRUPTED. Such limitation may not apply in its wholeness to Licensee as some jurisdictions may not permit excluding the implied warranties. Note that any warranties made in this Agreement are solely for your benefit.

11. LIMITATION ON LIABILITY. IN NO EVENT WILL COMPANY, ITS EMPLOYEES, EMPLOYERS, SUPPLIERS, AGENTS, SHAREHOLDERS OR OFFICERS BE LIABLE FOR ANY LOST PROFITS, PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES RESULTING FROM THIS AGREEMENT OR THE USAGE OF OR DEPENDENCE UPON THE PRODUCTS OR SERVICES, EVEN IF IT HAS BEEN COUNSELLED ABOUT THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CONDITIONS WILL COMPANY’S TOTAL RESPONSIBILITY OF ANY SORT RESULTING FROM OR IN RELATION TO THIS AGREEMENT AND THE USAGE OF THE SERVICES (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), NOTWITHSTANDING THE FORUM AND REGARDLESS OF WHETHER ANY CLAIM OR COURSE OF ACTION IS ON THE BASIS OF A TORT, CONTRACT OR OTHERWISE, GO BEYOND THE AMOUNT YOU PAID DURING THE THREE-MONTH PERIOD PRIOR TO SUCH CLAIM-MAKINGS FOR THE SUBSCRIPTION OF GRASSHOPPER365 SOFTWARE. THE INVOLVED PARTIES HEREBY AGREE THAT THIS PORTION SHALL SURVIVE AND CONTINUE IN FULL EFFECT AND FORCE IN SPITE OF ANY FAILURE OF CONSIDERATION OR OF AN EXCLUSIVE REDRESSAL. THE PARTIES HEREBY ADMIT THAT THE SUBSCRIPTION HAVE BEEN AGREED ON AND THE AGREEMENT ENTERED INTO IS DEPENDENT ON THESE LIMITATIONS OF LIABILITY AND THAT ALL SUCH LIMITATIONS BUILD A CRUCIAL BASIS OF THE BARGAIN BETWEEN THE CONCERNED PARTIES. SINCE SOME JURISDICTIONS MAY NOT PERMIT THE LIMITATION OR EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SUCH LIMITATIONS MAY NOT APPLY.

12. LIMITATION ON CUSTOMER LIABILITY. IN NO CIRCUMSTANCE WILL COMPANY, ITS EMPLOYEES, EMPLOYERS, SUPPLIERS, AGENTS, SHAREHOLDERS OR OFFICERS BE RESPONSIBLE FOR ANY LOST PROFITS, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES RESULTING FROM THIS AGREEMENT BY THE CUSTOMER WHO MAY COMMUNICATE WITH YOU FOR BUSINESS, ADVICE, SERVICES, INFORMATION AND/OR POST COMMENTS OR REVIEWS, PHOTOS OF YOUR BUSINESS ENTERPRISE, AND OF YOUR SERVICES/ITEMS WHICH COULD SOMETIMES BE BIASED, AFFECTING YOUR PROFESSIONAL OR PERSONAL AND BUSINESS REPUTATION. IN NO EVENT SHALL COMPANY BE RESPONSIBLE OR LIABLE FOR SUCH OCCURRENCES, AND IT IS ENTIRELY YOUR DISCRETION TO SORT OUT GRIEVANCES DIRECTLY WITH THE CUSTOMER OR GO FOR LEGAL PROCEEDINGS AGAINST SUCH CUSTOMERS IF SUCH AN ACTION SEEMS UNAVOIDABLE. COMPANY SHALL NEVER TAKE PART IN SUCH MATTERS AND SHALL NOT BE LIABLE OR RESPONSIBLE FOR FURNISHING ANY DATA THAT MAY BE CONSIDERED NECESSARY IN SUCH LEGAL PROCEEDINGS. NOTE THAT IN THE EVENT OF A TRANSACTION, COMPANY, ITS EMPLOYEES, EMPLOYERS, SUPPLIERS, AGENTS, SHAREHOLDERS, OR OFFICERS DO NOT PLAY ANY ROLE, AND IT IS TO BE NOTED THAT THE ENTIRE PROCEEDINGS HAPPEN SOLELY BETWEEN YOURSELF AND YOUR CUSTOMERS. COMPANY DOES NOT REQUIRE OR DEMAND ANY BROKERAGE/COMMISSION CHARGES FOR YOUR LEADS. ANALOGOUSLY, YOU CANNOT HOLD COMPANY RESPONSIBLE FOR ANY SORT OF LOST PROFITS OR FRAUDULENCE THAT MAY OCCUR ON THE PART OF YOUR CUSTOMERS.

13. GOVERNING LAW AND JURISDICTION. This Agreement shall be construed in accordance with and governed by the laws of the State of Kerala, India.

14. ATTORNEY FEES. In the case of a legal action to enforce any conditions or rights of the Terms, or appeal from said proceeding, it is hereby mutually agreed that the losing party in such appeal, proceeding, action or suit shall settle the costs incurred by the prevailing party, including the reasonable attorney fees.

15. ENTIRE AGREEMENT; AMENDMENT. The Terms are an imperative contract and comprise the entire agreement and understanding of the parties, whether written or oral, regarding the subject matter hereof; are considered as the parties’ ultimate expression and exclusive and complete statement of the terms hereof, displacing all contemporaneous or prior communications, representations, agreements and understandings, whether oral or written, and may be modified or amended only by an instrument in writing signed by both parties.

16. NON-WAIVER. Non-waiver of any provision of the Terms shall not comprise a waiver of any other provisions of the Terms, whether or not alike, nor shall any waiver comprise a continuing waiver. Failure to implement any provision of the Terms shall not function as a waiver of such provision or any other provisions or of the prerogative to implement such provision or any other provisions.

17. NO THIRD-PARTY BENEFICIARIES. No clause in the Terms, express or implied, is intended to bestow on any person, other than the parties involved in the Terms, any remedy or right of any kind whatsoever.

18. SEVERABILITY; BINDING EFFECT. If any provision of the Terms shall be unenforceable or invalid in any regard for any reason, the enforceability and validity of any such provision in any other regard and of the rest of the provisions of the Terms shall not be hindered. The Terms shall be binding on and inclined to the benefit of the parties and their representatives, successors, assigns, heirs and nominees.

19. FORCE MAJEURE. Company will not be responsible for or be deemed to be in default under or breach of the Terms with regard to any failure or delay to perform as necessitated by the Terms due to any condition or cause beyond Company’s reasonable control.

20. DEFENSE AND INDEMNIFICATION. Further to the other provisions entailed in this Agreement, you agree to support and defend Company from any threatened or actual third-party claim resulting from or on the basis of your use of the Services, your failure to adhere to any of the clauses of the GDPR, and your violation of any of the clauses of the Terms. Additionally, you agree to defend, indemnify and hold Company harmless from and against (a) all impairments, disbursements, and attorneys’ fees finally assigned against Company in any legal proceeding under this section; (b) all out-of-pocket expenses (including reasonable attorneys’ fees) reasonably sustained by Company with regard to the defence of such proceedings (except for when you have accepted the defence of such claim); and (c) any payment to any third party agreed to by you in settlement of any such claims (if any proceeding pertaining to this section is settled.)

21. ACCEPTABLE USE POLICY
In addition to any other aspects that might comprise any misuse of the Services, you must not, and must not attempt to do the following actions:

  • alter, tamper with, modify, repair or otherwise make derivative works from any of the Services;
  • decompile, disassemble or reverse engineer the software used to access or provide the Services, or attempt to recreate or discover the source code used to access or provide the Services, except and only to the extent that the applicable law explicitly allows doing so;
  • use the Services for benchmarking or research or any related endeavour with the purpose of making a similar or competing product;
  • use the Services in any manner or for any purpose other than as explicitly permitted by the Privacy Policy, or any other policy, these Terms or any other instruction or terms that may apply to the Services;
  • sell, lease, resell, rent, lend, sublicense or otherwise transfer to any third party, any of the rights that you have been granted with regard to the Services;
  • alter, obscure or remove any proprietary rights notice related to the Services;
  • use or access the Services in a manner intended to inappropriately evade incurring fees, or exceed usage quotas or limits;
  • use the Services to (i) undertake any fraudulent or unlawful activity or commit a hoax or undertake phishing strategies or forgery or other similar manipulation or falsification of data; (ii) send unauthorised or unsolicited junk mails, pyramid schemes, chain letters, spam, or any other form of unsolicited or duplicative messages or other communication, whether commercial or otherwise; (iii) promote or advertise a commercial service or product that is not accessible through Company; (iv) transmit or store improper content, like content (1) comprising defamatory, abusive, pornographic, threatening, libelous, unlawful or otherwise objectionable matter of any sort or nature, (2) comprising any material that motivates conduct that could include a criminal offense, or (3) that breaches the rights to the publicity or privacy of others, or the intellectual property rights (v)transmit or store any content that includes or is used to bring about a denial of service attack, harmful software viruses or other deleterious or harmful computer codes, files or programs, like worms, cancelbots, spyware, Trojan horses or time bombs; or (vi) stalk, harass, abuse or otherwise infringe the legal rights of a third party;
  • obstruct or disrupt the networks or servers operated by Company to dispense the Services or operated by other users to avail the Services, or breach any third-party regulations, procedures or policies of such networks or servers or interfere with or harass another user’s complete use and availing of any of the Services;
  • access or attempt to access Company’s alternate account, networks or computer systems not included in these Terms, via password mining or any other ways;
  • create, in Company’s sole discretion, undue burden on the Services or Company’s capacity or system resources; or
  • share access information, including passwords, or devices or otherwise authorise any third party to use or access the Services.

22. COPYRIGHT Company does not condone any content that appears to violate any copyright or other intellectual property rights or otherwise breaches these Terms and will certainly respond to notices of alleged copyright violation that abides by the law and are properly issued to us. Such notices could be reported by contacting us at the address provided below. Company reserves the right to disable or delete any content alleged to contravene these Terms and to abort repeat infringers. For notice of alleged copyright infringement, contact us at:
[email protected]

23. YOUR GDPR OBLIGATIONS. If you (1) are established in the European Union (“Union”), (2) offer goods or services to data subjects in the Union (whether or not they have to pay anything), or (3) monitor the behaviour of any individuals that occurs in the Union, then you must comply with the provisions of the GDPR with respect to your use of the Services. Without limiting the generality of the foregoing, you must:

  • Obtain the consent of any data subject about whom you gather any personal data (as that term is defined in the GDPR using the Services unless you have established that you are authorized to process information about such data subject under another lawful basis (such as a legitimate interest or contractual basis for processing such information). The consent you obtain must be clear and in compliance with the provisions of the GDPR;
  • Use the personal data you obtain using the Services only for the purposes for which consent is given or for other purposes allowed by the GDPR;
  • Notify us immediately if any data subject makes a complaint regarding your use of their personal data; and
  • Comply with any reasonable request we may make regarding compliance with the GDPR and cooperation with any applicable data protection authority.