Bookt Online Systems - Terms of Service Agreement

This is a License Agreement ("License") between you, either an individual or an entity ("Licensee" or "you"), and Bookt LLC. ("Bookt LLC," or "we" or "us"). Please read this license carefully before using any Bookt LLC services ("System"). By clicking on the "Accept" button or using or installing the System, you are consenting to be bound by this license. If you do not agree to all of the terms of this license, you will not receive access to the System.
By requesting software, website development, hosting and/or other services from Bookt LLC, you accept the terms of this agreement. If you do not wish to be bound by this agreement, please contact Bookt LLC immediately to cancel your account.

GENERAL USE
The System is protected by United States and international copyright laws, international treaty provisions and applicable law. Bookt LLC hereby grants to you a non-exclusive, non-transferable license to use the System from the designated website ("Site") and related user documentation on the terms and conditions set forth herein. The System is licensed only for your use. You may access and use the System on any computer but you may not exceed the number of simultaneous or concurrent users permitted by the license. You may only use the System as referenced by the documentation and to perform its functions for the purpose authorized by this license.

SUBSCRIPTION
The System is licensed on a subscription basis pursuant to the subscription terms and conditions incorporated herein. We will provide updates to the System on a periodic basis, which will replace the prior version of the System. Each version of the System may operate differently and may have different, more, or fewer features than prior versions. You shall not permit the use of any version of the System by any other person, nor use the System at any time, after the license expires. Each Update will be deemed to be part of the System and shall be governed by the terms of this license.

OWNERSHIP OF SERVICES, DATA AND CONTENT
Bookt LLC (or its affiliates) is the exclusive owner of the services and your use of the services does not provide you any right or interest in any of Bookt LLC's intellectual property including, but not limited to, common designs, layouts, content, program code, scripts, database structures, proprietary strategies and processes, and other intellectual property of Bookt LLC (or its affiliates) with the exception of user uploaded content and data. Designs or content created by Bookt specifically for you as part of Bookt’s professional service offering, belongs to you and can be used in other contexts, all other design elements (including customizable website templates) is the sole property of Bookt LLC.

NO REVERSE ENGINEERING
Customer acknowledges that the Software and their structure, organization, and source code constitute valuable trade secrets of Bookt. Accordingly, Customer agrees not to (a) modify, adapt, alter, translate, or create derivative works from the Software; (b) sublicense, lease, rent, loan, or otherwise permit a third party to use the Software; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; or (d) otherwise use the Software except as expressly allowed in this Agreement. Customer shall cooperate and make its facilities, information, data and equipment available to Bookt in a timely manner when helpful for completion of customer specific implementation or troubleshooting.

TRADEMARKS
Bookt', licensors', manufacturers, dealers, advertisers, merchants or other third party materials, services or products referenced on this site are common law or registered trademarks or service marks of such parties and you agree never to use such without express written permission. Except as expressly granted via the use licenses herein, Bookt does not grant any express or implied rights under any patents, copyrights, trademarks or trade secret information. In using this site, you agree not to and you agree never to use such in any way including but not limited to, registering domain names including such, bidding on keywords using in any way including but not limited to, registering domain names including such, bidding on keywords using them or otherwise. You shall not display or disclose, anonymously or by true or fictional name, in any form or fashion including, but not limited to, publication on or via the Internet, a website, Blog, email, discussion group, bulletin board, by means now known or hereafter devised and/or by all other means of electronic dissemination, any confidential or proprietary information, or express any negative opinion of Bookt, or this site, or anyone associated or employed therewith, or user or Customer’s affiliation or experiences with Bookt; and user or Customer shall not use, copy, distribute, sell, infringe or violate any legal right of Bookt including, but not limited to, publicity rights, privacy rights, moral rights, copyright, trademark, trade secret and patent rights, without limitation, by way of example, register, purchase, apply for, license, or attempt to do so, any domain name containing, in whole or in part, or any derivation of (e.g. a spelling, misspelling, typo, singular or plural, with or without dashes or underscores) any confidential or proprietary information; register, purchase, apply for, license, obtain a license for, or attempt to do so, any copyright registration for any creation containing, in whole or in part, or any derivation or modification of any confidential or proprietary information; register, purchase, apply for, license, obtain a license for, or attempt to do so, any trade or service, mark or name, containing, in whole or in part, or any derivation or modification of any confidential and proprietary information.

DOMAIN NAME REGISTRATION
Bookt LLC will register all domain names that you request in your name and you will be the sole owner of your domain name(s). Bookt LLC makes no representation that the domain names you request can be registered or that they can be registered in your name. Therefore, do not assume registration of your requested domain name(s) until you are notified by Bookt LLC that registration of your domain name(s) has been completed. Registration and use of domain name(s) that you request are subject to the terms and conditions of use applied by the relevant naming authority.

AUTHORSHIP MARK AND CLIENT REFERENCES
You agree that Bookt LLC can place a reasonably sized and positioned logo and/or text link on website pages and emails included in the services, including on publically accessible pages of your website. You also agree that Bookt LLC may reference its relationship with you for marketing purposes.

PAYMENT
You or the person designated as the billing contact for this solution ("Billing Contact"), must provide Bookt LLC with a valid credit card in order to activate your account. Billing Contact authorize Bookt LLC to automatically charge a credit card for all services that you (and/or your representatives) request. Alternatively the Billing Contact can arrange for pre-payment of at least 6-month’s estimated charges and pay by check, bank wire or money order. Billing Contact will receive a receipt for all payments processed against the credit card or account by email and/or fax. If paying by credit card, Billing Contact agrees to keep credit card information updated, and to provide Bookt LLC with a new valid account number if the old card is deactivated or does not have sufficient credit available to pay your fees. Bookt LLC reserves the right to place your account on hold, suspend your services and/or terminate this agreement if you are overdue in paying us any amounts due for services you request.
If you wish to dispute any fee Bookt LLC charged to Billing Contact's credit card, you agree to discuss such dispute with Bookt LLC and work towards a resolution. You expressly agree to not dispute fees with your issuing credit card company, which could result in a "charge back" to Bookt LLC. Declined, refused and/or returned payments may result in a $50.00 service charge payable immediately.

CUSTOMER CONTENT
Bookt LLC has the right to store and/or transmit information you provide through the services and you agree to indemnify and hold Bookt LLC harmless against any and all claims or causes of actions that may arise with respect to the information against Bookt LLC (or its affiliates). You are solely responsible for obtaining any and all necessary consents and clearances required to lawfully make use of any and all intellectual property rights through the services, including without limitation, clearance and/or consents in respect to your domain name(s). You agree that all information submitted to, stored or distributed by you in connection with the services (i) shall not be false, inaccurate, fraudulent or misleading; (ii) shall not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (iii) shall not violate any law, statute, ordinance or regulation; (iv) shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (v) shall not contain sexually explicit, obscene, or pornographic content; (vi) shall not contain speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise); (vii) shall not contain graphic violence; (viii) shall not contain politically insensitive or controversial issues (e.g., euthanasia, abortion, capital punishment), or other political content (e.g., lobbyists, PAC sites, political campaigns); (ix) shall not contain any viruses, trojan horses, worms, time bombs, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and (x) shall not create liability for Bookt LLC or cause it to lose (in whole or in part) customers or the services of service providers or other suppliers.

Bookt strongly recommends that you, with the help of an attorney, create your own set of terms and privacy policy and other agreements applicable to your business and your jurisdiction. To comply with the law, be aware that terms and policies must be tailored to your business and applicable jurisdiction. If you choose to use generic “document templates” provided by us, you agree that (a) you are aware that Bookt is not a law firm or lawyer and has no idea whatsoever if such materials are applicable to your business, jurisdiction or laws, and (b) you are voluntarily and knowingly choosing not to accept our recommendation that you seek your own legal advice regarding terms and privacy policy that are applicable to your business, jurisdiction and applicable laws. You waive any and all claims and causes of against Bookt, and agree to hold Bookt harmless from any and all results.

USE OF SERVICES
You hereby agree as follows: (i) you shall not use the Services for "spamming," as determined by Bookt LLC in its reasonable discretion; (ii) you shall keep secure any identification, password and other confidential information relating to your site and shall notify Bookt LLC immediately of any known or suspected unauthorized use of your site or breach of security, including loss, theft or unauthorized disclosure of passwords or other security information; (iii) you shall not use the services for any unlawful purpose; (iv) you shall not engage in any other conduct that restricts or inhibits any other person from using or enjoying the Services, or which, in the judgment of Bookt LLC, exposes Bookt LLC or any of its customers or suppliers to any liability or detriment of any type; and (vi) you shall be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of the services, and you shall be responsible for all charges related thereto. The Services allow you to send Emails to people who you have an existing business relationship with. All emails sent must contain an opt-out link and full address information. Unless explicitly authorized by Bookt, you are not allowed to send more than two thousand five hundred (2,500) emails per month through the System.

SECURITY
You agree to use your best efforts to prevent access to this System through login and password by anyone other than yourself, including but not limited to, keeping such information strictly confidential, notifying Bookt immediately if you discover loss or access to such information by another party not under your control and supervision, and by using a login and password not easily guessed by a third party. Although Bookt will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of others due to such unauthorized use.

INTERNATIONAL CUSTOMERS
Customers outside the U.S. are cautioned that these services are sold and performed within the United States, under U.S. law only and all disputes and claims will exclusively be resolved as set forth in this Agreement. No resident, citizen or business of Libya, Iraq, North Korea, Cuba, the National Union for the Total Independence of Angola (UNITA), Iran, Syria, Sudan, Burma (Myanmar), Serbia, the Taliban, Sierra Leone, Liberia, designated Terrorists and international Narcotics Traffickers, Foreign Terrorist Organizations, and/or designated foreign persons who have engaged in activities related to the proliferation of weapons of mass destruction or any other country with restrictions imposed by the U.S. Government, may use this site. By using this site, you agree that you are not a citizen, business or a resident in any of these countries.

INFORMATION COLLECTION AND USE
By using the System, you authorize Bookt LLC to access data stored on or transmitted through the services to conduct research, improve the services and provide anonymous reporting for internal and external clients and partners.

3RD PARTY ADVERTISERS
Certain advertising information may be displayed through the services at Bookt LLC's sole discretion. The display of advertising information shall not entitle you to any advertising fees or revenues from such advertising unless otherwise explicitly agreed to in writing by Bookt LLC. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that Bookt LLC shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.

LINKS
The Services may include links to other World Wide Web sites or resources. Because Bookt LLC has no control over such sites and resources, you acknowledge and agree that Bookt LLC is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Bookt LLC shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

MODIFICATIONS TO THIS AGREEMENT
Bookt LLC may modify this agreement at any time. Any modification is effective upon the posting of same by Bookt LLC on its website. Bookt LLC may also notify you of any modifications by email and/or faxed correspondence to you.

WARRANTY
THE SERVICES AND ALL INFORMATION PROVIDED BY BOOKT LLC IN CONNECTION WITH THE SERVICES IS PROVIDED TO YOU ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, AS TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR ANY OTHER WARRANTY, CONDITION, GUARANTY, OR REPRESENTATION, WHETHER ORAL OR IN WRITING, AND YOU ACCEPT THE SYSTEM, AS CUSTOMIZED FOR YOUR SYSTEM, AT YOUR OWN RISK.

LIMITATION OF LIABILITY
IN NO EVENT SHALL BOOKT LLC OR ANY OF ITS AFFILIATED OR RELATED PARTIES BE LIABLE FOR ANY DAMAGES NOR SHALL ANY USER HOLD BOOKT LLC OR ANY OF ITS AFFILIATED OR RELATED PARTIES LIABLE RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT BOOKT LLC IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES WILL BE TO STOP USING THE SERVICES. ANY CLAIMS ARISING IN CONNECTION WITH YOUR USE OF THE SERVICES MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE OF THE EVENT GIVING RISE TO SUCH ACTION OCCURRED.

RELATIONSHIP
Bookt’s relationship with Customer shall be that of an independent contractor and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship. Customer shall be solely responsible for all tax returns and payments required to be filed with or made to any federal, state or local tax authority with respect to Bookt’s performance of Software. Bookt may subcontract or otherwise delegate its obligations under this Agreement without Customer’s consent in its sole discretion.

CONFIDENTIALITY
While performing services for Customer, confidential information and trade secrets about each other's customers’ or third parties’ businesses ("Confidential Information") shall be disclosed to Customer. Confidential Information includes, without limitation, any party to this Agreement or third parties’ business plans, partnership/affiliation arrangements, clients, financing arrangements, technical data, marketing plans, software, source codes, programming techniques, ranking techniques, sources of services and goods, costs, profits, methods of obtaining new clients, payments and pay structure, login and passwords, tracking codes, competitive analyzes, personnel information, and financial data. Confidential Information does not include (i) information which either party shows is or becomes generally known by the public other than as a result of a disclosure and (ii) information which either party can show was known prior to performance of Software and was not first disclosed hereunder. Customer agrees that the other shall not disclose, in any form, oral, electronic or paper, Confidential Information by any means to any third party, and shall only use Confidential Information for the purposes of performance of Software, unless otherwise authorized by Customer, during performance of Software and for a period of five (5) years thereafter. Customer agrees to immediately return all Confidential Information to the other upon end of performance of service and cease all use and access of Software.

CONSENT TO RECEIVE ELECTRONIC RECORDS
By using the System; you signify your express consent to receive information from Bookt in electronic format. You will need a computer with browser, email and Internet access to receive such electronic records, as well as you may need Adobe Acrobat Reader, available for free at www.adobe.com. Electronic records may include terms and conditions, agreements, privacy policies, and other items that you should print and retain for your records.

INDEMNIFICATION
You hereby agree to indemnify and hold Bookt LLC and its affiliates and related parties, harmless against any damages, losses, liabilities, judgments, costs or expenses (including reasonable attorneys' fees and costs) arising out of a claim by a third party relating to your use of the services or any breach or violation of this agreement.

ASSIGNMENT
The right to receive the services is personal to you and you may not transfer by assignment, sublicense, or any other method the service to any other person or entity. You agree that this agreement may be automatically assigned by Bookt LLC to any third party, in Bookt LLC's sole discretion and without notice.

WAIVER
Bookt LLC's failure to act with respect to a breach by you or others of this agreement does not waive Bookt LLC's right to act with respect to subsequent or similar breaches.

REPRESENTATION
YOU HEREBY REPRESENT TO BOOKT LLC THAT YOU ARE AT LEAST 18 YEARS OLD AND ARE AUTHORIZED TO ENTER INTO THIS AGREEMENT. YOU ARE ALSO REPRESENTING THAT YOU ARE ENTERING INTO THIS AGREEMENT ON YOUR OWN BEHALF, HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF ENTERING INTO THIS AGREEMENT, ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT. AT ANY TIME UPON REQUEST BY BOOKT LLC, YOU AGREE TO SIGN A NON-ELECTRONIC VERSION OF THIS AGREEMENT, AND ANY OTHER AGREEMENTS OR STATEMENTS REASONABLY NECESSARY FOR Bookt LLC TO PROVIDE AND ACCOUNT FOR THE SERVICES.

GENERAL
Bookt LLC is based in Broward County, Florida, in the United States of America. Bookt LLC makes no claims that the Services are appropriate or may be used or downloaded outside of the United States. Access to or use of the Services may not be legal by certain persons or in certain countries. If you access or use the Services from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.

CONFLICT RESOLUTION
Our Systems (excluding third party linked sites) is controlled by Bookt from its offices within the State of Florida. It can be accessed from all 50 states as well as from other countries around the world to the extent permitted by site. As each of these places has laws that may differ from the Florida, by accessing our Systems, both you and Bookt agree that the statues and laws of the Florida shall apply to any actions or claims arising out of or in relation to this Agreement or your use of our Systems, without regard to conflicts of laws principles thereof. You and Bookt also agree and hereby submit to the filing of any claim only in the exclusive personal jurisdiction and venue of the Florida and any legal proceedings shall be conducted in English. Bookt makes no representation that materials on our sites are appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is prohibited. This Agreement shall not be governed by the United Nations Convention on Contracts for the Sale of Goods. You and Bookt LLC agree to submit to arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules through a location in Broward County, FL and in English. The arbitrator(s) will have no authority to award punitive or other damages not measured by the actual damages of the prevailing party, except as may be required by statute. In no event shall an award in an arbitration initiated under this clause exceed the amount paid, or owed, to Bookt LLC. The parties further agree that a judgment of any court having jurisdiction may be entered upon the award. In event that one party is not a resident or citizen of the United States, the American Arbitration Association shall arbitrate the matter in accordance with the International Arbitration Rules of the International Centre for Dispute Resolution. You agree to not to engage in any class action claim against us or combine your arbitration claim with anyone else under any circumstances. This Agreement shall not be governed by the United Nations Convention on Contracts for the Sale of Goods.

FORCE MAJEURE
Neither party will be deemed in breach of this agreement to the extent that performance of its obligations are delayed or prevented by reasons of force majeure, such as riots, acts of terrorism, fire, flood, earthquake, acts of government and the like, provided that such party gives the other party written notice thereof promptly and uses its best efforts to continue to perform its obligations.

CONTACT INFORMATION
All notices to Bookt LLC under this agreement shall be in writing and delivered via e-mail to legal@bookt.com. You may also mail written notices to: