Lanyon Solutions Inc.
Privacy Statement

10 October 2014

Introduction

Introduction:

The mission of Lanyon Solutions, Inc. ("Lanyon", "we", "us", "our") is to connect Buyers and Suppliers together in an on-line marketplace to facilitate the communication of content and the contracting of rates. This privacy policy covers information collected through our Web sites www.lanyon.com, www.passkey.com, www.regonline.com (Our "Sites"), Our Passkey GroupMAX Platform, our Lanyon Travel Supply and Demand Service Platforms and the Starcite Suite of Services (Our "Service Platforms") (collectively the "Services"). The use of information collected through our services shall be limited to the purpose of providing the service for which the Client has engaged Lanyon.

Being part of Lanyon means, in some cases, sharing information about yourself with other professionals, and communicating with them during the contracting processes.

By default, individual hotels, hotel chains and corporate customers, are set up in the Lanyon database with contact information so that only correct and authorized information gets shared in the marketplace. This contact information is work-related and only contains personal information necessary to identify the contact and their role in the organization.

Lanyon has received TRUSTe’s Privacy Seal signifying that this privacy policy and our practices have been reviewed for compliance with the TRUSTe program viewable on the validation page available by clicking the TRUSTe seal. The TRUSTe certification only covers information collected on www.regonline.com, www.lanyon.com, www.passkey.com and our Service Platforms. If you have questions or concerns regarding our privacy policy or practices, please contact us at corporatesupport@lanyon.com. If you have an unresolved privacy or data use concern that we have not addressed satisfactorily, please contact TRUSTe at https://feedback-form.truste.com/watchdog/request.

Here are the three main types of information on Lanyon:

Information about yourself that you share. This is the information that Lanyon customers see about you. This includes your name and contact details, including the hotel, corporation or other business entity you are associated to in the marketplace. You have control over this content, and you can update information at any time.

Communication. We help you communicate with other Lanyon marketplace users using built-in email mechanisms. This email communication is one-to-one and is based on standard notifications which are generated from the Lanyon systems. They do not require you to respond to these emails and share any additional information, and are primarily emails notifying you to log in to Lanyon to perform some action(s). You decide upon the action you wish to take upon receiving these notifications.

Newsletters. If you wish to subscribe to our newsletter(s), we will use your name and email address to send the newsletter to you. Out of respect for your privacy, you may unsubscribe by following the instructions located at the bottom of each communication.

Service-related announcements. We will send you strictly service-related announcements on rare occasions, when it is necessary to do so. For instance, if our service is temporarily suspended for maintenance, we might send you an email.

Customer Service. Based upon the personal information you provide us, we will send you a welcoming email to verify your username and password. We will also communicate with you in response to your inquiries, to provide the services you request, and to manage your account.

Private activity. We also provide tools that you use during the course of solicitation, negotiation, and content distribution. We encourage you to only use the built-in notifications for any communication in the marketplace and to not use the contact information for any private means.

Please read this policy and send us questions, concerns and suggestions to privacy@lanyon.com

What Lanyon’s Privacy Policy Covers:

  1. Information collected by Lanyon.

  2. How Lanyon uses your information.

  3. Your information choices.

  4. Your obligations as a User.

  5. Important information regarding service eligibility and Lanyon’s Safe Harbor certification.

  6. Security.

  7. Tracking Technologies.

  8. IP Addresses.

  9. Certain Disclosures.

  10. Information Related to Data Collected for our Clients.

  11. Links to Other Sites.

  12. How to contact us.

Information Collected

The mission of Lanyon is to connect Buyers and Suppliers together in an on-line marketplace to facilitate the communication of content and the contracting of rates. To achieve this mission, Lanyon makes features and functionality available through our websites, including our mobile and other applications, developer platform, and other information provided as part of the Lanyon services ("Services") to enable hotels, hotel chains, airlines, car rental companies and other hospitality industry suppliers to interact with hospitality buyers such as corporations, travel management companies, agencies, and consortia. By joining Lanyon, you voluntarily and willingly provide Lanyon Corporation, a company headquartered in Irving, Texas, USA, certain information, including some limited personally identifiable information, which we collect in order to provide the Services. If you have any hesitation about providing information to us and/or having your information displayed on the Lanyon website or otherwise used in any manner permitted in this Privacy Policy and the User Agreement, you should contact us immediately at privacy@lanyon.com.

We collect your personal information in the following ways:

  1. Creating a User ID and Login

    In order to become a User, a User ID and password are created for you. A minimum set of information is required to create a User Login: name, email address, and password. Without this minimal amount of information, you cannot create a Lanyon User ID. In some cases a User ID and Password are created on your behalf, such as when a hotel is built in the system. In these instances it is often a colleague in your organization who has made the request or created a User ID on your behalf. This information is collected online for some of our Services and offline for others.

    Your password can be changed and updated at any time by you. We encourage you to ensure your password is known only by you. In the event your User ID and password is created for you, we encourage you to change the password when you log in for the first time, so that your password is known only to you.

    Lanyon enables other information to be collected from you during the User ID creation process, (e.g., gender, location (such as mailing address), etc.) that Lanyon can then use to provide better, more customized services. If you feel uncomfortable about providing this additional information then do not, as you are not required to do so in order to use Lanyon’s core services. You acknowledge that this information is personal to you, and by creating an User ID on Lanyon, you allow others, including Lanyon, to identify you and to allow Lanyon to use your information to display and send notifications to you.

    We will collect contact information about other people when you create an email invitation, add a new user, or add a sub-account. We use this information to create invitations on your behalf and allow you to add users to sub-accounts to your current account. We do not use this information for any other reason. If these users wish to request removal of their information, they may do so by contacting us at privacy@lanyon.com.

  2. Profile Information/Social Media Features

    Once you become a User, you may provide additional information to your Lanyon contact information such as gender and location. Providing additional information about yourself beyond what is minimally required at registration is entirely up to you. Any information you provide at registration or in the contacts section may be used by Lanyon as described in this Privacy Policy, including for the purpose of allowing Lanyon marketplace users to find you on Lanyon, and send you notifications such as the solicitation, or response to, a contracted rate or piece of hotel related data.

    Your contact information will be displayed to authorized and legitimate Lanyon users in order for them to select you as a recipient of a notification. This notification will then be sent through the Lanyon system to your email address. You may also choose to manually enter or upload data about your contacts to the "Contacts" section of your profile on Lanyon.

    Our sites offer publicly accessible community forums. You should be aware that any information you provide in these areas may be read, collected, and used by others who access them.

    Our Web site includes Social Media Features, such as the Facebook Like button and Widgets, such as the Share this button or interactive mini-programs that run on our site. These features may collect your IP address, which page you are visiting on our site, and may set a cookie to enable the feature to function properly. Social Media Features and Widgets are either hosed by a third party or hosted directly on our site. Your interactions with these Features are governed by the privacy policy of the company providing it.

  3. Customer Service

    We collect information when you interact with Lanyon’s customer support or account management teams in order to accurately recognize you and respond to customer inquiries . In some cases this includes requesting your User ID, your name, and your email address, or other related information. If you do not wish to give this information for identification purposes, you may elect to send an email to our support teams to assist.

  4. Using the Lanyon Site and Applications

    We receive information when you interact with and use the Lanyon websites and Lanyon Applications (e.g. Lanyon Content Control Center "3C"), Lanyon corporate transient sourcing tool, etc. This information is for the purpose of identifying you and ensuring the correct services are provided to you when you login. If you have any concerns with this you may contact us at privacy@lanyon.com.

  5. Using Third Party Services and Visiting Third Party Sites

    In some cases we receive information when you login to a web site or application provided by your company. In those instances where you login to a company web site or application, if your company has elected to set up an automatic sign-in to Lanyon, your User ID and password may be automatically sent to Lanyon to login simultaneously to a Lanyon web site or application. If you are unsure when this occurs or if you have any concerns on this process please contact your company administrator or the Lanyon support or account management teams. Lanyon will only use "login" information to give access to an authorized Lanyon web site / application and in some cases to personalize the Lanyon-provided functionality.

  6. Advertising and Web Beacons

    We partner with a third party ad network to either display advertising on our Web site or to manage our advertising on other sites. Our ad network partner uses cookies and Web beacons to collect non-personally identifiable information about your activities on this and other Web sites to provide you targeted advertising based upon your interests. If you wish to not have this information used for the purpose of serving you targeted ads, you may opt-out by clicking here (link to TRUSTe opt-out: http://preferences.truste.com/ ). Please note this does not opt you out of being served advertising. You will continue to receive generic ads.

  7. Information We Collect Automatically. As true of most web sites, we gather certain information automatically and store it in log files. This information may include internet protocol (IP) addresses, browser types, internet service provider (ISP), referring/exit pages, operating system, date/time stamp, and/or clickstream data. We do not link this automatically collected data with other information we collect about you.

  8. Data Retention

    Lanyon will retain your information for so long as your account is active or as needed to provide you with the services you have licensed.

    We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce this Agreement.

Uses of personal information

  1. Consent to Lanyon Processing Information about You

    The information you provide to Lanyon such as name, business telephone number, and email address may reveal, or allow others to identify, your nationality, gender, or location. By providing information to us for the purposes of creating your User ID or adding any additional details to your Lanyon profile, you are expressly and voluntarily accepting the terms and conditions of this Privacy Policy. Supplying information to Lanyon, including any information deemed "sensitive" by applicable law, is entirely voluntary on your part. You have the right to withdraw your consent to Lanyon’s collection and processing of your information at any time, in accordance with the terms of this Privacy Policy by contacting us at privacy@lanyon.com but please note that your withdrawal of consent will not be retroactive from the point that this request is received and processed.

    We use this information:

    Clients should note that we may use information we receive or collect regarding Consumers (including without limitation via an Event registration page) in accordance with the terms of this Policy, including in the manner set forth above. Notwithstanding the foregoing, in certain contexts, we collect information on behalf of our Clients subject to contractual requirements that limit our ability to use and transfer your information in ways that are more narrow than those in this Policy (e.g., the information be only used as necessary to provide Services to the Client and/or for other specified purposes). In those limited circumstances, your information is subject to those contractual requirements and not to this Policy, subject to enforcement by the applicable Client. If your information is collected on behalf of a third party, it will be evident at the time that you provide such information. This Policy does not cover our Clients’ use of your information outside of our Services. You should contact that party directly to determine if your information is subject to such limitations on uses and to ascertain how the third party will make use of your information.

    You can change your e-mail, text messaging, and contact preferences at any time by logging into your account and changing your contact information.

    You may opt-out from receiving email communications or text messages from us at any time by emailing us at privacy@lanyon.com or by replying with the word "UNSUBSCRIBE".

    Please be aware that you cannot opt-out of receiving service messages from Lanyon whilst you are licensed to receive those services. Also, if we send communications to you via the carrier service with which you have a mobile communications subscription or otherwise have access, you understand you will pay any service fees associated with your receipt of messages on your mobile device (including text messaging charges).

  2. Sharing Information with Third Parties

    Lanyon takes the privacy of our Users very seriously, and we do not sell, rent, or otherwise provide your personally identifiable information to third parties, except as described in this policy.

    We may provide your personal information to companies that provide services to help us with our business activities such as offering customer service, processing payments, or providing our career section application. These companies are authorized to use your personal information only as necessary to provide these services to us.

  3. Customer Surveys

    Customer Polls and Surveys may be conducted by Lanyon. As a User, you may be invited to participate in polls and surveys from the Lanyon website, by the Lanyon support and account management teams, or an authorized 3rd party working on behalf of Lanyon. Your selection may be random, or it may be based on your non-personally identifiable information, such as job title, company, company size, user type and/or location. Whether or not you decide to participate in a poll or survey is completely up to you.

    Lanyon may follow up with you via email regarding your participation or your responses.

  4. Press Releases

    We post customer testimonials on our Web site which may contain personal information. We do obtain the customers’ consent prior to posting the testimonial to post their name and photo along with their testimonial.

  5. Compliance with Legal Process

    It is possible that we may need to disclose personal information, profile information and/or information about your activities as a Lanyon User when required by law such as to comply with subpoena or other legal process, or if Lanyon has a good faith belief that disclosure is necessary to (a) protect our rights, protect your safety or the safety of others, investigate fraud, prevent or take action regarding suspected or actual illegal activities or to assist government enforcement agencies; (b) to enforce a user agreement or license, to investigate and defend ourselves against any third party claims or allegations, or to protect the security or integrity of our site; and/or (c) to exercise or protect the rights, property or personal safety of Lanyon, our Users, employees, or others.

Your Information Choices

  1. Accessing and Changing Your User ID Information

    You can review, delete inaccuracies or update the personal information you provided to us during the creation of your User ID and contact information and make any desired changes to the information, at any time by logging in the Lanyon website or by contacting us at privacy@lanyon.com. Please be aware that even after your request for a change is processed, Lanyon may, for a time, retain residual information about you in its backup and/or archival copies of its database. We will respond to your access request within 30 days.

    If you wish to request removal of your personal information from our testimonials or community forums, please contact us at privacy@lanyon.com. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why.

Your Obligations

As a User, you have certain obligations to other Users. Some of these obligations are imposed by applicable law and regulations, and others have become commonplace in on-line platforms such as the Lanyon marketplace:

Any violation of these guidelines may lead to the restriction, suspension or termination of your services at the sole discretion of Lanyon

Important information

Safe Harbor

Lanyon complies with the U.S. – EU Safe Harbor and the U.S.-Swiss Safe Harbor as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal data from European Union (EU) member countries and Switzerland. Lanyon adheres to the Safe Harbor Privacy Principles of notice, choice, onward transfer, security, data integrity, access, and enforcement. To learn more about the Safe Harbor program, and to view Lanyon’s certification, please visit http://www.export.gov/safeharbor/

Please note that by becoming a User, you have given us your express and informed consent to transfer the data that you provide to us to the United States and to process it in the United States.

If Users have questions or concerns regarding this Privacy Policy, including the Safe Harbor Privacy Framework, you should first contact Lanyon at privacy@lanyon.com. If you do not receive acknowledgment of your inquiry or it is not satisfactorily addressed, you may raise your complaint by emailing Lanyon’s Security and Compliance Manager at jim.baker@lanyon.com, by fax at +1-866-840-9987, or mail at Lanyon, Inc., 717 North Harwood St. Dallas, TX 75201, USA

Changes to this Privacy Policy

We may update this Privacy Policy at any time, with or without advance notice. In the event there are material changes made in the way we treat your personally identifiable information, or in the Privacy Policy document itself, we will display a notice on the Lanyon website or send you an email, so that you may review the changed terms prior to the change becoming effective and continuing to use the Lanyon services. Unless stated otherwise, our current Privacy Policy applies to all information that Lanyon has about you and your services.

Using the Lanyon Services after a notice of changes has been sent to you or published on our site shall constitute consent to the changed terms or practices.

Security

In order to help secure your personal information, access to your data on Lanyon is password-protected, and sensitive data such as credit card number is protected by SSL encryption when it is exchanged between systems. To protect any data you store on our servers, Lanyon also regularly audits its system for possible vulnerabilities and attacks, and we use a tier-one secured-access data center. However, since the internet is not a 100% secure environment, we cannot ensure or warrant the security of any information you transmit to Lanyon. There is no guarantee that information may not be accessed, disclosed, altered, or destroyed by breach of any of our physical, technical, or managerial safeguards. It is your responsibility to protect the security of your login information. Please note that emails, instant messaging, and similar means of communication with other Users of Lanyon are not encrypted, and we strongly advise you not to communicate any confidential information through these means.

Tracking Technologies

Technologies such as: cookies, beacons, tags, and scripts are used by Lanyon and our partners, affiliates, or analytics or service providers. These technologies are used in analyzing trends administering the site, tracking users’ movements around the site and to gather demographic information about our user base as a whole. We may receive reports based on the use of these technologies by these companies on an individual as well as aggregated basis.

Each time you log into the Service, a session cookie containing an encrypted, unique identifier that is tied to your account is placed in your browser. These session cookies allow us to uniquely identify you when you are logged into the Service and to process your online transactions and requests. The site can only read cookies created by the site. Session cookies are required to use the service.

We use Local Storage Objects (LSOs) such as HTML 5 to store content information and preferences. Third parties with whom we partner to provide certain features on our site or to display advertising based upon your Web browsing activity use LSOs such as HTML 5 to collect and store information. Various browsers may offer their own management tools for removing HTML 5 LSOs.

We partner with a third party to either display advertising on our Web sites or to manage our advertising on other sites. Our third party partner may use technologies such as cookies to gather information about our activities on this site and other sites in order to provide you advertising based upon your browsing activities and interests. If you wish to not have this information used for the purpose of serving you interest-based ads, you may opt-out by clicking here. http://preferences-mgr.truste.com Please note this does not opt you out of being served ads. You will continue to receive generic ads.

IP Addresses

When you visit Lanyon’s Websites, the Company collects your Internet Protocol ("IP") addresses to track and aggregate non-personally identifiable information. For example, Lanyon uses IP addresses to monitor the regions from which Customers and Visitors navigate the Company’s Web sites, and what browsers they might be using. Additional information such as browser type, internet service provider (ISP), referring/exit pages, operating system, date/time stamp, and/or clickstream data may also be collected. We do not think this automatically collected data to other information we collect about you.

Because the Company uses the Service to maintain data about Lanyon Customers, this information is secured in the same manner as described above for Customer Data.

Certain Disclosures

We may provide non-personally-identifiable information to our contractors for the purpose of providing and maintaining our services. We require that these parties agree to use such information solely for this purpose, and we use reasonable efforts to limit their use of such information and to use other appropriate confidentiality and security measures.

Information Related to Data Collected for our Clients

Lanyon collects information under the direction of our Clients, and has no direct relationship with the individuals whose personal data we process. If you are a customer of one of our Clients and would no longer like to be contacted by one of our Clients that use our service, please contact the Client that you interact with directly. We may transfer personal information to companies that help us provide our service. Transfers to subsequent third parties are covered by the service agreements with our Clients.

Access and Retention of Data Controlled by our Clients

An individual who seeks access, or who seeks to correct, amend, or delete inaccurate data should direct their query to Lanyon’s Client (the data controller). If the Client requests us to remove the data, we will respond to their request within 30 days.

We will retain personal data we process on behalf of our Clients for as long as needed to provide services to our Client. Lanyon will retain and use this personal information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.

Links to Other Sites

We are not responsible for the privacy policies of any sites that are linked to from the Site or any site that you use to access the Site. You should consult the respective privacy policies associated with these sites for more information on their practices and for instructions on how to opt-out of certain practices. Our privacy policy does not apply to, and we cannot control the activities of, such other web sites.

How to contact us

If you have questions or comments about this Privacy Policy, please contact us at privacy@lanyon.com or contact us via your account manager or the Lanyon support and account management teams at:

Corporations / Buyers – corporatesupport@lanyon.com
Hotels / Hotel Chains – hotelsupport@lanyon.com

Alternatively, if you have questions or comments please send them to us at:

Lanyon Solutions Inc.
717 North Harwood St.
Dallas, TX 75201
USA

Passkey International, Inc.
Terms and Conditions of Use

Terms and Conditions of Use

By using this site, you (including any Licensee) agree to the following terms and conditions of use:

  1. The content and information displayed on this website ("Site Information") is the property of Passkey International, Inc. ("Passkey") and/or other parties. The downloading, reproduction, or retransmission of Site Information, other than for non-commercial individual use, is strictly prohibited.

  2. You agree that you will not use any device, software or other means to interfere or attempt to interfere with the proper working of our website, and that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. In addition, you agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained therein, without the prior express consent from an authorized Passkey representative.

  3. With respect to all communications you make to Passkey regarding Site Information, including but not limited to feedback, testimonials, questions, comments, suggestions and the like: (a) you shall have no right of confidentiality in your communications and Passkey shall have no obligation to protect your communications from disclosure to others; (b) Passkey shall be free to reproduce, use, disclose and distribute your communications to others without limitation; and (c) Passkey shall be free to use any ideas, concepts, know-how, content or techniques contained in your communications for any purpose whatsoever, including but not limited to the development, production and marketing of products and services that incorporate such information.

  4. ALL INFORMATION IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

    Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply in those jurisdictions.

  5. Passkey’s websites may contain or reference patents, trademarks, copyrighted materials, trade secrets, products, processes or other proprietary rights of Passkey and/or other parties. No license or right is granted to you for these patents, trademarks, copyrighted materials, trade secrets, products, processes and other proprietary rights.

  6. If you are a Licensee, please be sure to consult your agreement with Passkey for any additional or different requirements applicable to your use of Passkey trademarks and or servicemarks ("Marks"). Passkey licenses its Marks for use only on products and services meeting Passkey’s high standards for quality, and all services rendered and products sold under or in connection with Passkey Marks must be in strict compliance with all agreements between you and Passkey and must otherwise only be used on products and in connection with services reflecting the high level of quality inherent in Passkey’s own products and services. Passkey reserves the right at any time to object to the use of any of its Marks on products or services which do not, in Passkey’s sole opinion, meet the level of quality which it desires. Passkey Marks may not be used by a third party as part of that party’s product, service, or tradename without an express written agreement permitting such use. Licensees, such as authorized distributors for Passkey products or services, must consult their agreement with Passkey to determine whether and under what circumstances such use of Passkey Marks may be made. The following names are trademarks (™) or service marks (SM) owned by Passkey:

  7. You agree to use this website only to make legitimate reservations or purchases and shall not use this website for any other purpose, including without limitation, to making speculative, false or fraudulent reservations or purchases or any reservation in anticipation of demand.

  8. You agree to protect your account or password from unauthorized disclosure. You agree to accept responsibility for all activities that occur under your account or password. You represent that you are of sufficient legal age to use this website and create binding legal obligations.

  9. You agree not to post or transmit any:

  10. Passkey respects others’ intellectual property and asks that you do too. Passkey will respond to notices of alleged copyright infringement if they comply with the law and are properly provided to Passkey. Such notices should be reported using Passkey’s DMCA (Digital Millenium Copyright Act) Process. Passkey reserves the right to delete or disable content alleged to be infringing and to terminate repeat infringers. Passkey’s designated agent for notice of alleged copyright infringement is:

    Copyright Agent: Steven Shapiro
    Name: Steven Shapiro
    Address: Passkey International, Inc., 221 Crescent Street, Waltham, MA 02453
    e-mail address: Copyright@passkey.com

  11. You agree that you have read and accept the privacy statement incorporated herein.

The following terms and conditions apply to users of licensed programs:

Your use of this website is subject to your agreement to and acceptance of all terms and conditions of use set forth in this agreement ("Agreement"). By using this website, you signify your assent to these terms and conditions. If you do not agree with any part of the following terms and conditions, you must not use this website.

Ownership

Except as specifically stated, Passkey owns and retains, solely and exclusively, all rights, title, and interest in licensed programs ("Licensed Programs") and all other software, source codes, object codes, pages and related documentation, patents, copyrights, trademarks, service marks and derivative works currently owned by Passkey (collectively referred to as "Licensed Programs and Documentation"). This agreement does not transfer ownership rights of any description in Passkey’s Licensed Programs and Documentation, or any related materials to the User or any third party.

Use of Site

You warrant and represent that your use of and access to the Licensed Programs is restricted solely to your fully trained and authorized employees, agents, representatives, or end users (collectively, "User(s)") that require housing solutions as provided by User and that access to Licensed Programs will be limited to access required in the ordinary course of performing User’s duties. User shall not provide access to any Licensed Programs or operating software, passwords or access codes to any persons or entities other than to its authorized personnel. Further, User will not by any electronic, electrical, magnetic, optical, laser, acoustic, or similar means make or maintain a copy of any portion of the materials, other than User’s data, provided on Licensed Programs other than for purposes of reporting reservations and collecting reservations or other fees. User agrees to terminate access to Licensed Programs following termination or separation from entity that has licensed the programs (that is, Passkey) or no longer has a need to access the Licensed Programs. User agrees to not access Licensed Programs for any purpose other than for fulfilling the services and transactions for which the Licensed Programs are intended. User agrees to commit their passwords to memory and not store their passwords in any visible manner.

Protection and Security of Sensitive Data

User warrants that, to the best of its knowledge and belief, it is compliant with Payment Card Industry Data Security Standards (PCI DSS) and any other federal, state and local laws, rules, regulations and ordinances that apply to the protection of credit card information. User agrees to protect and secure individual reservation holders’ data, including sensitive credit cardholder information, from unintentional or intentional disclosure. Credit cardholder information is defined as credit card account numbers, CVV numbers, expiration dates and magnetic strip information. This protection includes, but is not limited to, the following:

  1. Never storing nor transmitting cardholder information via unencrypted means such as unencrypted Emails, files, word processor documents, databases, World Wide Web documents, text files, spreadsheet files and any other unencrypted means.

  2. Destroying sensitive cardholder information immediately following its necessary use in a PCI DSS compliant manner.

  3. Never using sensitive cardholder information for any purpose other than the original intended transaction.

  4. Never accessing sensitive cardholder information other than for the purpose of fulfilling the original intended transaction and only accessing sensitive cardholder information when it is necessary to fulfill the transaction.

  5. Never entering sensitive cardholder information in any fields in the Licensed Programs other than those specifically intended for the information.

  6. Securing any printed reports containing sensitive cardholder information in a suitable vault or safe.

  7. Destroying any printed reports containing sensitive cardholder information immediately following its necessary use.

Users further agree to the following:

  1. Users with Administrator Permissions ("Administrator Users") to setup and manage other Users ("Other Users") will verify the identity of the Other Users prior to communicating Usernames and Passwords. Passwords will be communicated using a secure mechanism that prevents unauthorized disclosure. Under no circumstances will a Password be written down or typed into a stored or Emailed document.

  2. Administrator Users will only provide access to Other Users who have a need to access the Licensed Programs in order to fulfill the services and transactions for which the Licensed Programs are intended.

  3. Administrator Users will only provide access to Other Users who are employees or agents of the organization for which the Administrator User is associated.

  4. Administrator Users will immediately disable access for Other Users who are separated or terminated from the organization for which the Administrator User is associated.

Disclaimer

NEITHER PASSKEY NOR ANY HOTEL COMPANY WARRANTS THAT LICENSED PROGRAMS WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY INFORMATION, SOFTWARE OR OTHER MATERIAL ACCESSIBLE VIA INTERNET SERVICE PROVIDERS, OR THIRD PARTY PROVIDERS IS FREE OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. USER ASSUMES SOLE RESPONSIBILITY FOR ALL OF ITS USE OF LICENSED PROGRAMS. NEITHER PASSKEY NOR HOTEL COMPANY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, ORAL OR WRITTEN, STATUTORY OR OTHERWISE, AS TO ANY MATTER WHATSOEVER, AND ALL WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, OMISSIONS, CURRENTNESS, DELAYS AND NONINFRINGEMENT OF THIRD PARTY RIGHTS ARE EXPRESSLY DISCLAIMED AND EXCLUDED.

Limitation of Liability

IN NO EVENT SHALL PASSKEY OR HOTEL COMPANY, THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES BE LIABLE FOR ANY EXEMPLARY, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES RELATING IN WHOLE OR IN PART TO USER’S RIGHTS HEREUNDER OR USE OF, OR INABILITY TO USE OR DELAY OR FAILURE TO PROVIDE LICENSED PROGRAMS, OR FOR, LOST PROFITS, LOSS OR INTERRUPTION OF DATA OR COMPUTER TIME, ALTERNATION OR ERRONEOUS TRANSMISSION OF DATA, OR PROGRAM ERRORS, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF PASSKEY AND HOTEL COMPANY HAVE BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER NEITHER PASSKEY NOR HOTEL COMPANY SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY CLAIM(S) RELATING IN ANY WAY TO ANY THIRD PARTY FEATURE. LIMITATION PERIOD: No action arising out of or in connection with this Agreement or the transactions contemplated by this Agreement may be brought by either party against the other more than two (2) years after the action occurs. IN THE EVENT THAT PASSKEY IS FOUND LIABLE FOR DAMAGES, FOR ANY REASON WHATSOEVER, THE AGGREGATE LIABILITY OF PASSKEY TO USER FOR ALL TRANSACTIONS OR OCCURRENCES ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL BE LIMITED TO TWO TIMES THE AMOUNTS ACTUALLY PAID BY USER TO PASSKEY DURING THE TWELVE MONTHS IMMEDIATELY PRECEEDING SUCH CLAIM OF DAMAGES. EACH PARTY ACKNOWLEDGES THAT IT RELIED UPON THE INCLUSION OF THIS LIMITATION IN CONSIDERATION OF ENTERING INTO THIS AGREEMENT.

Indemnification

User agrees to defend, indemnify and hold harmless Passkey and Hotel Company (as applicable), their respective directors, officers, employees, affiliates and agents (collectively, "Indemnities") against any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees (collectively, "Claims") to the extent that it is based upon a breach of User’s representations, warranties or obligations hereunder; it arises out of the negligence or willful misconduct of User; or it is based upon User’s violation of any applicable federal, state or local law or regulation in providing products or services hereunder. User must notify Passkey promptly in writing of any claim hereunder, and provide, at User’s expense, all reasonably necessary assistance, information and authority to allow Passkey to control the defense and settlement of such claim. Additionally, User shall notify Passkey promptly in writing of any known infringement of Passkey’s intellectual property.

General Provisions

  1. Entire Agreement: This Agreement as it exists on the date this Agreement is accepted, attached and incorporated in this Agreement, constitute the final, complete, and exclusive understanding between the parties, and replace and supersede all previous or contemporaneous oral or written agreements, understandings, arrangements, negotiations, and discussions, between the parties with respect to the subject matter of this Agreement.

  2. No Transfer: User will not transfer, sublicense or assign its rights or delegate its obligations, in whole or in part, under this Agreement without Passkey’s prior written consent, which will not be unreasonably withheld. This Agreement shall be binding upon the permitted successors and assigns of the parties to this Agreement.

  3. Waiver and Severability: If any provision of this Agreement is held illegal, void or unenforceable as to any situation or person, the balance will remain in effect and the provision in question will remain in effect as to all other persons or situations, as the case may be. The waiver by either party of any term or provision of this Agreement will not be deemed to constitute a continuing waiver thereof nor of any further or additional rights such party may hold under this Agreement.

  4. Survival: In addition to those provisions that specifically provide for survival beyond expiration or termination, all provisions regarding disclaimer of warranty, liability and limits thereon will survive indefinitely.

  5. Controlling Law and Arbitration: This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, exclusive of its rules governing conflict of laws. Each party shall have the right to institute judicial proceedings against the other party or anyone acting by, through or under such other party, in order to enforce the instituting party’s rights hereunder through reformation of contract, specific performance, injunction (without the necessity of posting a bond) or similar equitable relief. Each party agrees that Passkey shall have the right to recover its reasonable attorneys fees incurred to prosecute or defend any judicial proceeding in which Passkey is the prevailing party.