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Service Offering Agreement / Terms of Service

Last updated: December 18, 2025

RECITALS

WHEREAS, the Licensee and MAX have entered into that Service Offering Agreement (the “Master Agreement”) granting certain rights and obligations; and

WHEREAS, this Terms of Service (the “Terms of Service”) sets out the additional terms, requirements, and conditions concerning those rights and obligations under the Master Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. RIGHTS

The SERVICE OFFERING(S) are proprietary to MAX and MAX reserves all rights to the SERVICE OFFERING(S) not expressly granted herein. This Agreement does not grant the Licensee an ownership interest in or to the SERVICE OFFERING(S). All right, title, and interest in and to the SERVICE OFFERING(S), including all associated intellectual property rights (such as all patent rights, copyrights, trademarks, service marks, related goodwill, and confidential and proprietary information rights) in the SERVICE OFFERING(S), are and shall remain with MAX. The SERVICE OFFERING(S) are protected by trade secret laws, copyright laws, and international copyright treaties, as well as other intellectual property laws and treaties. Licensee shall not undertake to patent, copyright, or otherwise assert proprietary rights to the SERVICE OFFERING(S) or any portion thereof. Nothing contained in this Agreement shall be deemed to give the Licensee any right, title, or interest in MAX’s name, trademarks, service marks, logos, or other brand identifications. If the Licensee develops or improves, or suggests developments or improvements for, any aspect of the SERVICE OFFERING(S) or any other intellectual property of MAX, the development or improvement will inure to the benefit of MAX, will be owned by MAX as a part of the SERVICE OFFERING(S) and its intellectual property, and may, in MAX’s sole determination, be made available to other licensees of MAX. No part of the SERVICE OFFERING(S) produced by MAX shall be deemed “works made for hire” for the benefit of the Licensee. Licensee shall not (i) copy or download any part of the SERVICE OFFERING(S), except as may be expressly permitted by MAX; (ii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the SERVICE OFFERING(S) or any part thereof; (iii) modify, translate, or create derivative works based on the SERVICE OFFERING(S) or any part thereof; (iv) use automated scripts to collect information from or otherwise interact with the SERVICE OFFERING(S); (v) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the SERVICE OFFERING(S); (vi) interfere with the operations of the SERVICE OFFERING(S); or (vii) alter, obscure, or remove any copyright notice, copyright management information, or proprietary legend contained in or on any SERVICE OFFERING(S).

2. RISK OF LOSS

After delivery of SERVICE OFFERING(S), Licensee shall be solely responsible for and bear all risk of loss thereon, except to the extent provided in MAX’s indemnification obligations in Paragraph 4a. below.

3. NONDISCLOSURE

Licensee understands that SERVICE OFFERING(S) includes or may include copyrighted, confidential, trade secret, patented and proprietary information of MAX that has substantial monetary value and agrees to hold SERVICE OFFERING(S) in strict confidence. The SERVICE OFFERING(S) may be used only by Licensee, and not for the benefit of any third party, including but not limited to, commercial timesharing, service bureau, or the rental or sharing arrangements, except as allowed in writing by MAX. Any copyright legend on the SERVICE OFFERING(S) does not in any way reduce the trade secret, proprietary or confidential nature of the SERVICE OFFERING(S). Licensee shall promptly notify MAX of any unauthorized possession, use, disclosure or installation of SERVICE OFFERING(S) and cooperate with MAX to remedy any unauthorized possession, use, disclosure or installation. Licensee shall notify and obligate any and all employees of the provisions contained herein regarding use and disclosure of SERVICE OFFERING(S).

4. INDEMNITY

  1. MAX shall indemnify and hold Licensee harmless for all reasonable costs associated with any patent or copyright infringement arising out of the use of SERVICE OFFERING(S) under this Agreement, provided MAX is promptly notified in writing of such potential infringement, and Licensee’s use of the SERVICE OFFERING(S) is in full compliance with the terms of this Agreement.
  2. The Licensee shall indemnify, defend, and hold harmless MAX and its subsidiaries and affiliated companies and their shareholders, officers, directors, agents, employees and attorneys, for any losses, claims, or damages, including without limitation, reasonable attorneys fees, however arising from (i) any acts or omissions of the Licensee or its representatives, including without limitation, through negligence, relating to or in connection with the use or misuse of the SERVICE OFFERING(S), or any portion thereof or content therein, (ii) any infringement of third party copyrights, trademarks, or other intellectual property rights in the Content (defined in Paragraph 15 (CONTENT LICENSE AND RESTRICTIONS)), or (iii) any breach of this Agreement by Licensee.

5. LIMITED LIABILITY

IN NO EVENT SHALL MAX OR ITS AGENTS OR EMPLOYEES BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY, WHETHER IN CONTRACT, IN TORT, IN NEGLIGENCE, OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF USE, INFORMATION, GOODWILL, PROFIT, DATA, BUSINESS OR REVENUE, FOR WORK STOPPAGE, FOR UNAUTHORIZED DISCLOSURE OF DATA, OR BASED ON ANY VIRUSES OR OTHER CORRUPTION OF LICENSEE’S COMPUTER SYSTEM) ARISING OUT OF THE USE OF, OR INABILITY TO USE THE SERVICE OFFERING(S), OR ARISING OUT OF ANY DEFECT IN ANY ASPECT OF THE SERVICE OFFERING(S) OR ANY ERROR OR DEFECT IN THE DATA OR ANY OTHER CONTENT OF THE SERVICE OFFERING(S), EVEN IF MAX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE. MAX IS ALSO NOT LIABLE FOR DAMAGE DONE TO OR CAUSED BY THIRD PARTY PRODUCTS USED IN CONJUNCTION WITH THE SERVICE OFFERING(S), REGARDLESS OF WHETHER MAX MAY HAVE APPROVED OR REQUIRED SUCH THIRD PARTY PRODUCTS TO BE USED. IN ANY EVENT, THE ENTIRE LIABILITY OF MAX FOR ANY MATTER WITH RESPECT TO THE SERVICE OFFERING(S) OR THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL FEES PAID BY THE LICENSEE FOR THE SERVICE OFFERING(S) DURING THE 12 MONTHS PRIOR TO THE LAST OF THE EVENTS CAUSING THE ALLEGED DAMAGE OR $10,000.00, WHICHEVER IS LOWER. THE LIMITATION OF LIABILITY IN THIS PARAGRAPH SHALL APPLY EVEN IF THESE REMEDIES OR ANY OTHER REMEDIES AVAILABLE IN THIS AGREEMENT FAIL THEIR ESSENTIAL PURPOSE.

6. THIRD PARTY TERMS

All access to, and use of, the SERVICES OFFERING(S) are subject to the terms and conditions of this Agreement. MAX may deliver the SERVICE OFFERING(S) to Licensee with the assistance of MAX’s affiliates, other licensors and service providers. The SERVICE OFFERING(S) currently incorporate and/or interface with the Third Party licensors and service providers listed below. Each of these providers has separate terms that govern the use of their applications and materials (the “Third Party Terms”). The applicable third party applications and materials, providers, and Third Party Terms, are subject to change from time to time over the Term hereof. Licensee agrees it will comply with all Third Party Terms. MAX may have revenue-sharing or other rebate arrangements with third party licensors and service providers, and MAX may retain any such revenues or rebates it receives based on Licensee purchases or payments to the third parties.

Third Party and other licensors as of the Effective Date hereof include: HEROKU, STRIPE, MAILGUN, AWS, GOOGLE, TWILIO, CLOUDFLARE, RENTALS UNITED, WIHP, REMOTE LOCK, DUDA, SALESFORCE.

7. ACCESS TO SERVICE OFFERING(S)

Licensee may access and use the SERVICE OFFERING(S) for solely Licensee’s own benefit and business purposes, and not for the benefit of any other party. To access the SERVICE OFFERING(S), Licensee must register and set up an authorized user profile (the “User Profile”) with Licensee’s login credentials (the “Login Credentials”). Licensee shall keep the Login Credentials confidential, and the User Profile accurate, complete and current for as long as Licensee continues to use the SERVICE OFFERING(S). Licensee agrees and acknowledges that each authorized user will be identified by a Login Credential and that Login Credential may only be used by one individual. Licensees may not share Login Credentials with other users. Licensees are responsible for any use that occurs under the Login Credentials. If Licensee believes an unauthorized user has gained access to Licensee’s Login Credentials, Licensee shall notify MAX immediately. Neither MAX nor its affiliates are responsible for any unauthorized access to or use of Licensee’s account. Upon the request of MAX, Licensee agrees to provide a declaration signed by an authorized representative certifying its representatives who are using the SERVICE OFFERING(S). Upon the request of MAX, a representative of MAX will be permitted to audit and visit Licensee’s premises to inspect its use of the SERVICE OFFERING(S) and confirm that Licensee is complying with this Agreement. Licensee must comply with all laws, rules and regulations applicable to the Licensee’s use of the SERVICE OFFERING(S).

8. TAXES AND DUTIES

There shall be added to any fees under this Agreement an amount equal to any tariffs, and/or sales or use tax or any tax in lieu thereof imposed by a government or government agency with respect to the services rendered by MAX, the SERVICE OFFERING(S) or its use, the license of the SERVICE OFFERING(S) or this Agreement itself. Licensee shall be responsible for all such tariffs and sales or use taxes.

9. ACCEPTANCE PERIOD

Licensee is entitled to a 30-day Acceptance Period commencing with the Delivery Date of the Agreement for the purpose of evaluating the SERVICE OFFERING(S). If, during the Acceptance Period, Licensee elects not to accept SERVICE OFFERING(S), then Licensee must notify MAX, in writing, of such election. Thereafter this Agreement shall terminate in accordance with Paragraph 18 (TERMINATION) and Licensee shall have no further financial obligations to MAX described in Paragraph 4 (FEES) of the Agreement.

10. PAYMENT

All payments will be made in United States dollars. Payment for the use of the SERVICE OFFERING(S) is due upon receipt of MAX’s invoice. License invoice(s) pursuant to Paragraph 4 (FEES) of the Agreement and Paragraph 8 (TAXES AND DUTIES) will be rendered to Licensee upon completion of the Acceptance Period. All invoices 30 days past due shall bear interest at the lesser of (i) 1 1/2 percent per month or (ii) the highest rate allowed at law. Licensee shall also be responsible for paying any expenses (including but not limited to reasonable attorneys' fees) incurred by MAX in pursuing collections of amounts due from Licensee.

11. WARRANTY

MAX warrants that for the term hereof, the SERVICE OFFERING(S) will operate in substantial accordance with the standard specifications for the SERVICE OFFERING(S) as set forth in Paragraph 21 (SUPPORT). This warranty shall not apply if the SERVICE OFFERING(S) is misused, altered or otherwise modified by Licensee. The sole and exclusive remedy for breach of this warranty is, solely at MAX’s election, replacement of the SERVICE OFFERING(S) or refund of any License Fee paid for the period that the warranty was breached (but in no event more than the previous 12 months). If MAX returns any License Fee paid, then the license to use SERVICE OFFERING(S) and this Agreement shall terminate and the terms of Paragraph 18 (TERMINATION) will apply. MAX DISCLAIMS AND EXCLUDES, AND LICENSEE WAIVES, RELEASES AND COVENANTS NOT TO ASSERT ALL OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND THE IMPLIED WARRANTY OF MERCHANTABILITY. MAX MAKES NO WARRANTY THAT THE SERVICE OFFERING(S) WILL MEET LICENSEE REQUIREMENTS OR BE COMPATIBLE WITH LICENSEE’S OTHER HARDWARE OR SOFTWARE, OR THAT THE SERVICE OFFERING(S) WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE.

12. SUPPORT AND SERVICE LEVEL COMMITMENT

Support services (“Support”) (to the SERVICE OFFERING(S)) are included in the Monthly License Fee paid pursuant to Paragraph 4 (FEES) of the Agreement. Specifically, MAX will provide support for the SERVICE OFFERING(S) as set forth in Paragraph 21 (SUPPORT). Licensee is not entitled to receive, and MAX is not obligated to provide, any Support if the Monthly License Fee or any other amounts due under this Agreement is not paid in the time specified herein. SERVICE OFFERING(S) will not operate without Login Credentials. User access will be deactivated upon termination of this Agreement pursuant to Paragraph 18 (TERMINATION). Licensee agrees that MAX may need access to the Licensee’s SERVICE OFFERING(S) in order to provide Support. Licensee may request Support for the SERVICE OFFERING(S) using the procedures established by MAX. MAX’s service level commitment for the SERVICE OFFERING(S) is also set forth in Paragraph 21 (SUPPORT).

13. PROGRAMMING SERVICES

Licensee may obtain additional custom development, implementation, and training or education, hereafter referred to as the “Programming Services” at additional cost. MAX and Licensee both shall agree in writing before providing any additional Programming Services.

14. OPTIONAL THIRD PARTY INTEGRATIONS

MAX provides, or may provide, Optional Third Party Integrations as specified in Addendum A of the Service Offering Agreement to be used through or in conjunction with the SERVICE OFFERING(S). MAX reserves the right to determine which optional third party service providers will be selected to offer the third party services through or in conjunction with the use of SERVICE OFFERING(S). MAX may have revenue-sharing or other rebate arrangements with third party licensors or service providers, and MAX may keep any such revenues or rebates it receives based on Licensee purchases or payments to the third parties. Licensee agrees to comply with all laws, rules and regulations applicable to each such third party service provider’s terms, which shall be deemed part of the Third Party Terms as defined herein.

If Licensee selects to use an optional third party service integration as part of its use of the SERVICE OFFERING(S), then Licensee agrees to pay the fees for each third party service provider as provided for in Addendum A of the Agreement. All fees related to third party integrations are subject to change as part of the Third Party Terms, as described in Paragraph 6 (THIRD PARTY TERMS).

15. CONTENT LICENSE AND RESTRICTIONS

Licensee may upload, use and publish applications, files, information, data, software, or other content (“Content”) uploaded through the SERVICE OFFERING(S). The Content also includes any business names, trade names, trademarks, or other marks or names that Licensee provides to MAX for use in connection with the SERVICE OFFERING(S). Licensee grants to MAX a nonexclusive, royalty-free, worldwide license and right (with the right to sublicense) to reproduce, digitize, adapt, modify, transmit, distribute, perform, publicly display, create derivative works of, and other use all such Content in connection with the SERVICE OFFERING(S). Licensee will take steps to ensure that its authorized users and third party users who access any service provided with the SERVICE OFFERING(S) do not use any Content that:

  1. may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to an authorized user, or any other person or entity;
  2. may create a risk of any other loss or damage to any person or property;
  3. may constitute or contribute to a crime or tort;
  4. contains any information or content that is unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, or otherwise objectionable;
  5. contains any information or content that is illegal; or
  6. contains any information or content that Licensee does not have a right to make available under any law or under contractual or fiduciary relationships.

Licensee represents and warrants that the Content does not and will not violate third-party rights of any kind, including without limitation any Intellectual property rights, and rights of publicity and privacy. Licensee shall ensure that its use of the SERVICE OFFERING(S) complies at all times with MAX’s privacy policies and all applicable local, state, federal and international laws and regulations, including any encryption requirements.

If Licensee becomes aware that any Content or use violates this Agreement, Licensee shall immediately suspend or remove the applicable Content or suspend access to the end user’s access. Failure to comply with a request to remove any Content in violation may result in suspension and access to SERVICE OFFERING(S).

16. DATA; USAGE AND DISCLOSURE

  1. The SERVICE OFFERING(S) may collect general statistical information about the Licensee’s operating environment, including, without limitation, information regarding the Licensee’s network, processor, computer memory, installed SERVICE OFFERING(S) and configurations and other miscellaneous hardware, information regarding the Licensee’s usage of the SERVICE OFFERING(S), including common information or selections made by the Licensee, and aggregated data of Licensee, Licensee’s customers, and other licensees, users, and customers that does not contain personally identifiable information (“Usage and Aggregated Data”). Licensee hereby authorizes MAX to collect such Usage and Aggregated Data and agrees that such Usage and Aggregated Data shall belong solely to MAX. MAX may use the Usage and Aggregated Data for purposes of enforcing this Agreement, improving the SERVICE OFFERING(S) and functionality, improving the SERVICE OFFERING(S) algorithms, quality assurance, and, with respect to aggregated data, for marketing and other purposes.
  2. Any data of the Licensee’s customers, reservations, or folios entered into the SERVICE OFFERING(S) (the “Customer Data”) will remain the property of the Licensee, but the Licensee grants MAX a license to access, copy, distribute, store, transmit, and reformat the Customer Data solely as required for the purpose of providing the services to the Licensee under this Agreement. The parties will enter into that separate Personal Information Processing Agreement to set forth the terms for MAX’s handling of any personal information included in the Customer Data. Loss of the Licensee’s Customer Data may occur and the Licensee should provide for additional back-up storage of its original Customer Data. The Licensee acknowledges and agrees that no method of transmission over the Internet, or method of electronic storage, is 100 percent secure. Therefore, while MAX strives to use commercially acceptable means to protect the Customer Data, MAX cannot guarantee or warrant its absolute security. Further, because data from the Licensee and MAX’s other customers may be stored on the same servers, there is a possibility that the data of certain customers, including the Licensee, could “leak” into or be copied into the data of another customer and vice versa. While MAX strives to use commercially acceptable means to prevent this from happening, MAX cannot guarantee or warrant that it will not happen.
  3. Data may be stored on servers located in the United States or any other country in which MAX or its third party hosting companies maintain facilities. The Licensee consents to any such transfer of information outside of the Licensee’s country.
  4. MAX may access and/or disclose the Licensee’s Customer Data if required to do so by law or in the good faith belief that such action is necessary to: (a) conform to the edicts of the law or comply with legal process served on MAX; (b) protect and defend MAX’s rights or property, including to the SERVICE OFFERING(S); or (c) act under exigent circumstances to protect the personal safety of users of the SERVICE OFFERING(S) or the public.
  5. If MAX is collecting any personally identifiable information as part of the Customer Data on behalf of Licensee, Licensee must provide MAX with a privacy policy that MAX can provide to the customer at or before the point of collection. Licensee represents and warrants that such privacy policy will comply with all applicable laws and accurately describe Licensee’s collection of Customer Data and MAX’s processing of Customer Data.

17. ARBITRATION

Except for patent or copyright disputes arising under the United States Code or claims for injunctions under Paragraph 19 (INJUNCTIONS), all disputes involving, arising out of or related to this Agreement shall be submitted to a panel of three arbitrators appointed and operating under the Commercial Rules of the American Arbitration Association effective on the date of this Agreement. Each side shall appoint one arbitrator. The two party-appointed arbitrators shall then select the third arbitrator, who shall have experience in information, technology or computer software licensing. The parties shall pay the fees and expenses of their respective party-appointed arbitrator and equally share the fees and expenses of the third arbitrator. The location of the arbitration shall be the Denver, Colorado metropolitan area. The written decision of the arbitrators shall be final, binding and convertible to a Court judgment in any appropriate jurisdiction. Notwithstanding the provisions of this paragraph, either party may petition a court of appropriate jurisdiction, which the parties agree includes any court in the State of Colorado, for an injunction to maintain the status quo before and during any arbitration.

18. TERMINATION

Except for failure to pay or any breach of Paragraph 1 (RIGHTS), 3 (NONDISCLOSURE), or 6 (CONFIDENTIALITY) of the Service Offering Agreement, if either party materially breaches this Agreement, the other party may give notice of intent to terminate and the grounds for termination. If the alleged material breach is not cured within 30 days, the other party may terminate this Agreement. In case of failure to pay or breach of Paragraph 1 (RIGHTS), 3 (NONDISCLOSURE), or 6 (CONFIDENTIALITY) of the Service Offering Agreement, in the event that Licensee initiates or becomes subject to any bankruptcy or insolvency proceeding under federal or state statute, or in the event Licensee becomes insolvent or becomes subject to control by a trustee, receiver or similar authority, MAX may immediately terminate this Agreement. Upon termination or expiration of this Agreement for any reason, the license to use SERVICE OFFERING(S) is immediately revoked, and Licensee shall immediately return to MAX all documentation, users manuals, and any supporting materials or other items in its possession related to the SERVICE OFFERING(S). To the extent that all or any part of the SERVICE OFFERING(S) has been copied to Licensee’s computer systems, Licensee shall destroy all such copies of SERVICE OFFERING(S) and provide MAX an affidavit certifying destruction. The terms of Paragraphs 1 through 5, 16 through 20, and Paragraph 6 (CONFIDENTIALITY) of the Service Offering Agreement, hereof shall survive the termination or expiration of this Agreement. For the 60 day period immediately following any termination or expiration of this Agreement (the “Transition Period”), Licensee will be permitted to export its Customer Data from the SERVICE OFFERING(s) and MAX will provide Licensee commercially reasonable assistance in performing this export (including making such Customer Data available in a portable and downloadable form). For the avoidance of doubt, MAX will have no liability for deleting or restricting Licensee’s access to any Customer Data after the Transition Period.

19. INJUNCTIONS

In case of a breach of any obligation in paragraphs 1 (RIGHTS), 3 (NONDISCLOSURE), 6 (CONFIDENTIALITY) of the Service Offering Agreement or 20i., Licensee agrees MAX is entitled to an immediate injunction in any court with personal jurisdiction, which the parties agree includes any court in the State of Colorado, without the need for a bond. This paragraph does not limit any other rights to an injunction the parties may have.

20. MISCELLANEOUS

  1. This Agreement and any dispute involving, arising out of or related to this Agreement shall be governed by, construed and enforced pursuant to the internal laws of the State of Colorado, without reference to Colorado’s choice of law, except disputes governed by the patent or copyright laws of the United States.
  2. MAX and Licensee agree this Agreement is a contract of services and a license, and not a sale of goods.
  3. No action, whether in contract, warranty, tort, statute, equity or other form, which involves, arises out of or relates to this Agreement and/or the SERVICE OFFERING(S) may be brought more than one year after the cause of action arose.
  4. This Agreement shall be construed without regard for the party responsible for its preparation and shall be deemed to have been jointly prepared by the parties.
  5. The terms and conditions of this Agreement and the pricing in this Agreement reflect the parties' knowing allocation of risk.
  6. No waiver is effective unless in writing and signed by the party against whom enforcement is sought. No waiver of any breach shall be considered a waiver of any other or subsequent breach.
  7. Headings are for reference purposes only.
  8. Time is of the essence for all payments.
  9. Licensee acknowledges MAX’s employees have knowledge of confidential, trade secret and proprietary information of MAX. During the Term and for 18 months following the termination or expiration of this Agreement, Licensee (on behalf of itself and its affiliates) agrees that it will not solicit for employment or attempt to induce, take away, hire, or contract for the provision of services from any employee or representative of MAX without MAX’s written consent. If Licensee or its affiliate engages an employee or representative of MAX in violation of this Paragraph 20(i), Licensee will pay MAX a fee equal to such former employee’s/representative’s annual total compensation from MAX (excluding stock options and benefits, but including commissions, bonuses, and other incentive compensation) as of the date such employee’s/representative’s relationship with MAX is terminated. This Paragraph 20(i) will not prohibit Licensee from placing an advertisement for a position that it may have available, even if an employee of MAX responds to such advertisement and accepts the position, so long as the advertisement is not specifically directed to that employee.
  10. If any provision of this Agreement is declared invalid or unenforceable, all other provisions are severable, and such decision shall not affect the validity or enforceability of any of the remaining provisions.
  11. The parties are independent contractors. Neither party, nor its employees, officers, directors or agents shall hold itself to be considered an agent or employee of the other party.
  12. The license for the right to use the SERVICE OFFERING(S) is personal to Licensee and Licensee shall not transfer, assign or deliver the SERVICE OFFERING(S) or such license to another party without the prior written consent of MAX.
  13. All notices shall be in writing and may be sent by email to [email protected] (for notices to MAX), the e-mail set forth under Licensee’s signature below (for notices to Licensee), or to such other address provided in writing. Such notice shall be deemed to be made immediately.
  14. Licensee understands the SERVICE OFFERING(S) is password protected. Licensee understands the SERVICE OFFERING(S) will not operate without passwords.

21. SUPPORT

The following lists all of the Support which MAX is obligated to provide Licensee under the Agreement:

  • MAX will provide online help resources for the operation of the SERVICE OFFERING(S).
  • In the event that the online resources do not adequately resolve questions or issues that the Licensee may have, MAX will make its representatives available by e-mail, upon the reasonable request of the Licensee and during normal business hours (9 a.m. - 4 p.m. U.S. Mountain Time), to provide guidance and discuss matters related to the SERVICE OFFERING(S) and its operation. This assistance will be subject to the availability of MAX’s representatives.
  • In the event that the Licensee requires or requests further services or assistance that is readily available by the online resources, the Licensee shall be responsible to reimburse MAX for any out-of-pocket expenses reasonably incurred in the performance of such services, and to pay MAX its then-current rates for the assistance of MAX’s representatives.
  • All Support issues except Level 1 urgent issues as defined below and/or questions should be sent to: [email protected].
  • Level 1 urgent support issue should be sent to: [email protected]. Urgent level 1 support issues are defined as:
    • Complete System Outage: The website, mobile app, or internal booking portal is completely down or inaccessible to all customers and staff.
    • Inability to Make/Manage Reservations: The primary function of the business — accepting new bookings, modifying existing ones, or processing payments — is entirely impossible.
    • Significant Revenue Loss: The incident directly prevents the generation of revenue, especially during peak booking periods.
    • No Workaround Available: There is no manual or alternative process to log or manage reservations in a business-sustainable way while the system is down.
    • Potential Data Integrity Issues: The incident may pose a significant risk of losing or corrupting customer data, such as reservation details or payment information.
    • Immediate Response: The incident triggers an “all-hands-on-deck” response with continuous work until resolution, often involving escalation to senior technical and executive staff.

SERVICE LEVEL AGREEMENT

Licensee acknowledges that some or all of the SERVICE OFFERING(S) and the data entered by Licensee will be stored on servers of MAX or its Third Party hosting companies, and therefore Licensee’s use of the SERVICE OFFERING(S) requires Internet connectivity and connection to those servers and Third Parties for operation.

The SERVICE OFFERING(S) may not be compatible with or available for all computer systems and devices. The Licensee should visit the system requirements section of the online documentation or contact MAX to determine specific requirements for systems and devices using the SERVICE OFFERING(S), which requirements may change from time to time.

MAX will use commercially reasonable efforts to make the SERVICE OFFERING(S) available at all times through its servers, to restrict maintenance to occur during non-peak hours, and to provide Licensee with notification of scheduled downtime. Licensee agrees that occasional downtime, updates and maintenance are sometimes required during its business hours, which may block access or impair responsiveness and accessibility. Licensee further agrees that the SERVICE OFFERING(S) may also be unavailable due to emergency downtime to protect the system, to back up data, or because of force majeure events. Availability of the SERVICE OFFERING(S) at all times is subject to Licensee’s maintenance of its interface and connectivity to the Internet.

Defects due to the following by Licensee are not considered downtime under this Agreement, and Licensee acknowledges that these events may cause further unavailability or impairment of the SERVICE OFFERING(S): (i) negligence, errors, misuse, modification or damage to the SERVICE OFFERING(S); (ii) failure to use defect corrections, enhancements, updates or workarounds provided by MAX; (iii) use combined with products, information, third-party software or an interface not provided or otherwise recommended by MAX; (iv) defects in quality or integrity of data from other systems, or in hardware, software or equipment not part of the SERVICE OFFERING(S), or which is not operating according to manufacturer specifications; and (v) failure to maintain proper connectivity. Any actual costs to MAX for investigation and repair of issues that relate to the foregoing issues, including a reasonable fee for its employees' and agents' time, shall be paid by Licensee.

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