Terms and Condition

Acceptance of terms

YCS, for and on behalf of its group and subsidiaries and also partnership firm, (“YCS,” “We” or ”Our”) provides its software and related services, including AI-based Services (defined as below), (together with YCS Software, “YCS Software and Services”) to YOU subject to these Terms and Conditions.

By accepting these Terms, or by accessing or using YCS Software and Services, YOU represent and acknowledge that YOU have read, understood, and agree to be bound by these Terms, and that the information YOU provide to YCS is accurate, complete, and is YOURs or within YOUR right to use. If YOU are entering into these Terms on behalf of a company, organization or another legal entity, YOU represent that YOU have the authority to bind such entity and its affiliates to these Terms, in which case the terms “YOU,” “YOUR” or related capitalized terms herein shall refer to such entity and its affiliates. If YOU do not have such authority, or if YOU do not agree with these Terms and Conditions, privacy policy, other policies, guidelines or instructions posted on YCS Websites, YOU must not accept these Terms and may not use YCS Software and Services or YCS Websites. YOU acknowledge that these Terms and Conditions constitute a contract between YOU and YCS, even though it is electronic and is not physically signed by YOU and YCS, and that these Terms govern YOUR use of YCS Software and Services, and supersede any prior agreements between YOU and YCS.

Description of YCS Software and Services

YCS Software and Services include the eZee Web Based Hotel Management Software, Booking Engine, Channel Manager, Web Based Restaurant Point of Sale, Restaurant Menu Systems, Feedback Systems, Mobile App, Custom Websites, eZee Revenue Management, eZee Mint, Direct or third party Interfaces, all the Application Programming Integration (API)’s, Add-Ons, and all other related services provided by YCS to YOU, including all software, data, text, images, sounds, videos, and other content provided by YCS are included in YCS Software and Services. Any new features or software added to or augmenting YCS Software and Services are also subject to these Terms.

“AI-based Services” refers to any products, applications, or functionalities offered by YCS that incorporate or rely on artificial intelligence (AI), machine learning algorithms, or data-driven models to automate tasks, provide insights, make predictions, facilitate decision-making, or enhance user experiences. These services may include, but are not limited to, automated data processing, predictive analytics, natural language processing (NLP), image or speech recognition, recommendation systems, or other computational techniques that mimic aspects of human cognition. The AI-based Services are dynamic and may evolve or adapt over time in response to user interactions, data inputs, changes to the underlying algorithms, or software updates. YCS makes no guarantees as to the accuracy, completeness, or reliability of outcomes produced by the AI-based Services and reserves the right to modify or discontinue any aspect of the AI-based Services without prior notice.

Terms of use for YCS cloud-based software product

Access and Use

Subject to these Terms and Conditions, YCS hereby grants YOU a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use YCS Software and Services during the Term solely for YOUR internal business operations conducted by YOU in accordance with the Terms and Conditions herein. YCS shall provide YOU with a username and password to access YCS Software and Services. As a user, YOU may also have rights to create sub user accounts and their passwords to access YCS Software and Services. All users who access YCS Software and Services do so with user account(s) which are provided by YCS. As a safety measure, all the users shall have to change their passwords after first login. As a registered user, YOU choose a unique password. YOU may not use the user account of any other person to access YCS Software and Services. YOU are responsible for maintaining the confidentiality of YOUR password and may not let any other person use it. YOU are solely responsible for the activities of anyone using YOUR password, even if the activities were not authorized by YOU. YOU must notify us immediately of any unauthorized use of YOUR password. In addition, if YOU believe or suspect YOUR password has been compromised, YOU must promptly change YOUR password using the functionality provided in YCS Software. YOU are responsible for maintaining the confidentiality of YOUR user account information and YOUR password. YCS will not be held accountable for changes made by either the users, services or channels YOU are associated with.

1. YCS Software and Services shall be provided by means of access to a Universal Resource Locator (URL) designated by YCS. In relation thereto, YCS shall provide YOU with a user ID and password to access the designated URL.
2. YOU shall be solely responsible for maintaining the confidentiality of its user ID and password, and for all activities that occur under the registered user ID and password. YOU are responsible for notifying YCS immediately of any unauthorized use of its user ID and password or any breach of security.
3. YCS reserves the right to introduce new features, enhancements, functionalities on technical or cosmetic level for YCS Software and Services or to future versions of YCS Software and Services.
4. YCS regularly backs up all data and information found on YCS Software and Services and stores the same for a limited time. However, YCS shall not be liable for any failure to backup or restore any information or for interruptions, delay, or suspension of access to orunavailability of YCS Software and Services, or any loss of such information, data, or transmissions.
5. Server Uptime: YCS shall provide at least 99.95% Service Availability, measured on a per calendar-month basis. “Service Availability” is defined as the ability of the all the users signed on YOUR account to access YCS Software and Services, if YOUR account is active, in good standing and enabled.
6. Service Availability: If Service Availability for the first 30-day period (or any calendar month thereafter) is below 99.95%, YCS will issue a credit to YOU according to the schedule below:
• Amount of the refund as a percentage of monthly fees for affected YCS Software and Services:
• 99.0% to 99.95% – 3% of monthly fee credited
• 98.0% to 98.99% – 5% of monthly fee credited
• 95.0% to 97.99% – 10% of monthly fee credited
• 90.0% to 94.99% – 25% of monthly fee credited
• 89.99% or below – 2.5% credited for every 1% of lost availability up to the maximum total penalty limit.
7. To receive a credit, YOUR account must:
• be in good standing with YCS, and
• send an email or written credit request to the billing department of YCS in the month immediately following the month for which YOU are seeking a credit. Credit requests must include YOUR account username (account number), the dates and specific times that the Service Availability was below the prescribed levels.
8. The billing department of YCS will compare information provided by YOU to the monitoring data that YCS maintains. A credit is issued only if YCS confirms from the monitoring data warranting the credit.
9. Total Credit Limits, Sole and Exclusive Remedy: The total credit to YOU for any account, including YOUR sub users, may not exceed 50% of the monthly fees charged to that account during the month for which the credit is to be issued, unless the amount to be credited is less than USD 1.0 in which case the credit amount will be USD 1.0. Only one credit is available in any given month.
10. Notwithstanding anything set forth in these Terms and Conditions, the credit described in this Subsection 7 above shall be YOUR sole and exclusive remedy in connection with any outages, unavailability, or breach by YCS of these Terms and Conditions.

Your responsibilities

YOU are solely responsible for the accuracy of the content entered into YCS Software and Services under YOUR user account. YOU agree to indemnify YCS, its related companies, officers, employees and its suppliers against liability or loss arising from, and cost incurred in connection with any content entered into YCS Software and Services under YOUR account. YCS shall not be responsible if it cannot obtain access to any third party website or interface that is required in order to provide YCS Software and Services in the event that any link fails to connect due to changes in the third-party systems. However, YCS will make every effort to re-instate the connection.

It is YOUR responsibility to carefully manage your bookings and inventory. YCS shall not be responsible for any errors in bookings and YCS shall not be liable to indemnify for the same. YOU shall indemnify us and hold us harmless against all claims made by third parties that arise from YOUR failure to perform YOUR obligations under these Terms and Conditions.

In the event if any payment or credit card related information is being stored or transacted YOU will be solely liable to comply with all the applicable laws and regulation in relation to storage of data or any credit card / payment related compliance. YCS shall not have any responsibility or liability in relation to such compliance or the storage of any data / use of credit card information/ payment related information or transaction or its usage. However, YCS will take all commercially reasonable efforts to ensure YCS Software and Services are secured. In the event of any claim arising from the aforesaid, YOU will indemnify and hold YCS, its employees, agents harmless from any such loss, cost, claims, legal action, expense, etc., arising out of i) misuse of data, credit card or payment related information; ii) any action arising from non-compliance of any applicable regulation on YOUR part in relation to YOUR business.

Software interruption

YCS may make changes to YCS Software and Services from time to time. Should changes be made to any module of YCS Software and Services that could affect YOUR operation of YCS Software and Services, YOU may or may not be notified of such change.

To apply upgrades and other changes to YCS Software and Services, YCS Software and Services may be made temporarily unavailable. To minimize impact to YOUR usage of YCS Software and Services, YCS will attempt to make any outages as short as possible and at a time of day where YCS Software and Services usage is at its minimum.

Fees

All payments shall be made in advance and payable in USD to Yanolja Cloud Solution (YCS). The charges are exclusive of any taxes, duties or other governmental levies or charges that YOU shall continue to be liable for as and when the same is imposed.

YCS Software and Services are made available on a pay-as-you-go basis or pre-pay depending on YOUR preferences. All fees for YCS’s Software and Services are billed to YOU periodically and are non-refundable, notwithstanding any accounts which have been debited in error or for which appropriate notice (30 days) has been given in writing to cancel YOUR user account.

For any upgrade or downgrade in plan level part way through the month, YOU will be charged a pro-rated amount for the current month, and then the amended fee from the following month onwards. Downgrading YOUR account may cause the loss of data, features, or capacity of YOUR user account. YCS does not accept any liability for such loss.

Prices of all services, including but not limited to monthly fees to YCS Software and Services, are subject to change upon 30 days prior notice by YCS. Such notice may be provided at any time.YOUR user account may be suspended or terminated if YOU do not pay the fees as they fall due.

Billing disputes and renew of subscription

YCS must receive notice of billing disputes within 60 days of the date your account was invoiced for YCS Software and Services otherwise YOU shall be deemed to have accepted such charges. While the reminder alerts are given to YOU for renewal of the subscription, in this case YOU are not able to renew the subscription; the subscription will be suspended, forthwith immediately. We reserve the rights to suspend your subscription if it is not renewed on time.

Product Data

In order to develop, improve and fix issues with YCS Software and Services, YCS needs to understand data and information related to, arising from YOUR use of YCS Software and Services, including to compile statistical and performance information related to the provision and operation of YCS Software and Services (“Product Data”). YCS may i) monitor YOUR use of YCS Software and Services, and ii) collect, compile Product Data. As between YCS and YOU, all right, title and interest in Product Data, and all intellectual property rights therein, belong to and are retained solely by YCS. YOU further agree that (i) YCS may make Product Data publicly available in compliance with applicable law; (ii) YCS may use Product Data to the extent and in the manner permitted by applicable law; and that (iii) Product Data may be used by YCS or its affiliates in order to fix, develop, update, inform and improve YCS or its affiliates’ products, services and business, including YCS Software and Services

Intellectual property rights

All contents, text, images, data, information and other material displayed, available or present on YCS Software and Services, YCS Websites, including any trademarks or copyrights, are the property of YCS or the designated owner and are protected by applicable intellectual property laws. YOU agree not to infringe upon or dilute any intellectual property of YCS, as well as not to remove or modify any trademark, copyright or other proprietary notice appearing on YCS Software and Services, and/or YCS Websites. YOU are not allowed to link to, reproduce, sell, publish, distribute, modify, or display YCS Software and Services, YCS Websites or any content provided to you with respect to YCS Software and Services, without the prior written permission of YCS.

YOU agree not to upload copyrighted or other proprietary material of any kind on YCS Software and Services, and YCS Websites without the express permission of the owner of such material. YOU are solely responsible for the content in YOUR account and indemnify, defend, hold harmless YCS against any offense, claims or damages that arise from the content of those material.

Disclaimer and warranties

YCS Software and Services are provided “AS IS” without any warranty or condition, express, implied or statutory to the maximum extent permitted by law, subject to any applicable service level. Any voluntary services YCS may perform at YOUR request and without any additional charge are provided AS IS, including any services that are deemed unsupported. YCS specifically disclaim any implied warranties of title, merchant ability, fitness for a particular purpose and non-infringement to the maximum extent permitted by law.

YCS does not promise that YCS Software and Services will be uninterrupted, error-free, or completely secure. YCS does not guarantee continuous, error-free, and uninterrupted access to YCS Software and Services, and operation of YCS Software and Services, YCS Websites, and the related website(s) may be interfered with by numerous factors outside of YCS’s control. YOU acknowledge that there are risks inherent due to dependency on internet connectivity, third party service providers that could result in the loss of their privacy, Confidential Information, and property. YCS has no obligation to provide security other than as stated in these Terms and Conditions.

YOU are solely responsible for understanding the regulatory requirements applicable to business and for selecting and using YCS Software and Services in a manner that complies with the applicable requirements. YOU are solely responsible for determining the suitability of YCS Software and Services for their use in light of any applicable regulations enacted from time to time by the concerned authorities and also in compliance with the applicable data privacy requirements or other applicable data privacy laws and regulations of the country where YCS Software and Services are used.

YOU shall be solely responsible for ensuring the compliance with the applicable laws and regulations of the country from where YCS Software and Services are accessed or used.

YCS is not responsible for any third party software or any other software installed or used by YOU, or for the operation or performance of the internet. YOU assume all responsibility for determining whether YCS Software and Services are sufficient for your purposes. YCS does not warrant or guarantee the availability or accuracy of any information or service provided by YCS or, by or with respect to YOU or any third party, including but not limited to inventory, rates, and updates to YCS Software and Services, and you agree to hold YCS free from and against any such claims.

For eZee Mint, eZee Revenue Management software and their related services, while YCS takes measures to provide accurate information and services, these measures may involve YCS’s acting upon YOUR request and/or YOUR behalf. Such actions by YCS may include but are not limited to, changing rates, changing room types, and changing packages. YCS does not warrant or guarantee whatsoever, the accuracy, completeness, truthfulness, satisfactory quality, or any other factors or results of such actions and any and all applicable disclaimers in this section and these Terms will apply to all actions taken by YCS upon YOUR request and/or YOUR behalf in providing the eZee Mint and eZee Revenue Management software and their related services. YOU agree that YCS shall not be liable for including but not limited to, any losses, inconvenience, or damages whatsoever in accordance with these Terms as applicable in relation to all actions YCS takes upon YOUR request and/or YOUR behalf in providing the eZee Mint and eZee Revenue Management Software and related services and YOU agree to hold YCS free from and against any such claims.

The AI-based Services, including any content, functionality, or services provided through the YCS Software and Services, is provided “as is” and “as available,” without any representations or warranties of any kind, express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. YCS does not warrant that the AI-based Services will be uninterrupted, error-free, or free of harmful components, or that any content or information provided will be accurate, complete, or reliable. Your use of AI-based Services is at your own risk, and YCS disclaims any liability arising from your use of AI-based Services.

Limitation of liability

No Consequential Damages.

Neither YCS nor anyone who has been involved in the creation, production or delivery of the software or solution shall be liable for any direct, indirect, incidental or consequential damages including but not limited to damages resulting from loss of data, or use of the solution, work stoppage, business profits, goodwill computer failure or malfunction, negligence the results of use or the inability to use the solution arising out of any breach of warranty. Due to the evolving nature of AI-driven algorithms and AI-based products or services, YCS cannot guarantee that AI-based Services will remain unaffected by future legislation, regulations, or technological advancements. Consequently, YCS shall not be liable for any uncertainties, disruptions, or changes in the service resulting from new laws, regulations, technological changes, or interpretations thereof that impact the use, development, or deployment of AI technologies.

Under no circumstances and under no legal theory (whether in contract, tort, negligence or otherwise) will either party to these Terms, or such party’s affiliates or their respective officers, directors, employees, agents, suppliers or licensors be liable to the other party or any third party for any indirect, incidental, special, exemplary, consequential, punitive or other similar damages, including lost profits, lost sales or business, lost data, business interruption or any other loss incurred by such party in connection with these Terms and Conditions or YCS Software and Services, regardless of whether such party has been advised of the possibility of or could have foreseen such damages.

Force Majeure And Third Parties.

YOU agree that YCS is not liable for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of any government authority, war, sabotage, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or delay in telecommunications or third party services, failure of third party software or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of YCS Software and Services. YCS will not be liable for non-performance due to “force majeure” reasons and / or reasons beyond its reasonable control.

Limits On Monetary Damages.

Notwithstanding anything to the contrary in these Terms, YCS’s (including any of its affiliates) aggregate liability, for damages (monetary or otherwise) under these Terms during any calendar year for claims made by YOU or any third party arising from YCS Software and Services, shall be limited to the lesser of (i) actual damages incurred, or (ii) payments made by YOU for YCS Software and Services during the one (1) month preceding the claim. The parties acknowledge and agree that the essential purpose of this clause is to allocate the risks under these Terms between the parties and limit their potential liability given the fees charged under these Terms, which would have been substantially higher if YCS were to assume any further liability other than as set forth herein. The parties have relied on these limitations in determining whether to enter into these Terms.

Assignment

YCS may assign or transfer these Terms, in whole or in part, without restriction, provided the assignee agrees to be fully bound by these Terms. These Terms supersede prior versions of these Terms, or any other discussions, agreements or understandings by or among the parties (other than written agreements accepted by both parties). YCS may amend these Terms from time to time, in which case the new Terms will supersede prior versions. YCS holds the sole right to modify these Terms and Conditions with or without prior permission from YOU. YOU will be informed prior to such modifications. The relationship creates on YOU a duty to periodically check the Terms and stay updated on its requirements. If YOU continue to use YCS Software and Services following such a change, this is deemed as consent by YOU to the amended Terms and Conditions. By impliedly or expressly accepting these Terms, YOU also accept and agree to be bound by other company policies, inter alia privacy policy, which would be amended from time to time. Notwithstanding the above, YOU shall not assign your rights hereunder without the prior written consent of YCS.

Third party application and services

YCS provides a platform for third party applications, websites and services (“Third Party Applications”) to make available products and services to YOU, and YOUR use of these Third Party Applications is subject to their terms of use. YOU understand and agree that YCS is not responsible or liable for the behavior, features, or content of any Third Party Applications.

Indemnification

YOUR Indemnification.

YOU agree to indemnify, defend and hold YCS harmless and any YCS affiliates, successors, the directors, officers, employees, subcontractors and agents thereof (collectively, “Indemnified Party”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon or arises out of: (a) breach of any representation, warranty, obligation or covenant under these Terms and Conditions by YOU; (b) gross negligence or willful misconduct by YOU; or (c) any warranty, condition, representation, indemnity or guarantee relating to YCS and Indemnified Party that YOU grant to any other third party.

Notice of Indemnification.

In claiming any indemnification hereunder, the Indemnified Party shall promptly provide YOU with written notice of any claim which the Indemnified Party believes falls within the scope of the foregoing paragraphs. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that YOU shall control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind the Indemnified Party shall not be final without the Indemnified Party’s written consent, which shall not be unreasonably withheld.

Confidentiality

YCS acknowledges that, in the course of its performance of these Terms and Conditions, it may become privy to certain information that YOU deem as being proprietary and confidential. “Confidential Information” means any information of YOURs that is designated by YOU as confidential. YCS agrees that it will use YOUR Confidential Information solely for the purposes of and pursuant to the provision of YCS Software and Services to YOU and will not disclose YOUR Confidential Information, directly or indirectly, to any third party, other than YCS’s affiliates, without YOUR prior written consent. YOU agree that YCS may identify YOU as one of its clients in its promotional media, websites and literature and disclose to current and prospective clients and investors that YOU are a subscriber and user of YCS Software and Services.

Termination of service

YCS reserves the right to terminate YOUR access to YCS Software and Services at any time for any reason whatsoever with fifteen (15) days prior notice to YOU. YCS shall not be liable to YOU or any third party for any modification, suspension or discontinuation of the Service. If YOU breach any of the terms of these Terms and Conditions YCS reserves the right to terminate YOUR access to YCS Software and Services immediately on becoming aware of such breach.

Cancellation policy

YOU can cancel YOUR subscription plan any time by sending cancellation requests by emailing us at cx@yanoljacloudsolution.com.

If YOU choose to terminate YOUR subscription prior to the end of YOUR plan subscription, no refunds or no credits will be provided for payment YOU made for YOUR subscription. At the time of termination or after the termination, YCS reserves the right to delete all YOUR account content and related details. YOUR content cannot be recovered once YOUR subscription is canceled.

Survival note

Intellectual property rights, Disclaimer and warranties, Termination of service, Cancellation policy, Limitation of liability, Indemnification, Assignment, Severability, and Governing laws and jurisdiction will survive any termination of these Terms and Conditions.

Governing laws and jurisdiction.

These Terms and Conditions and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of India.

Each party agrees that any legal action, proceeding, controversy or claim between the parties arising out of or relating to these Terms shall be submitted to the Indian Council of Arbitration (“ICA”) and resolved in accordance with the Arbitration Rules of ICA (“Rules”) in force at the relevant time and as may be amended by this section. The place of arbitration shall be India. The official language of the arbitration shall be English and the tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant shall nominate one Arbitrator; the respondent shall nominate one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the tribunal. In the event the claimant or respondent or the first two Arbitrators fail to nominate or agree to the joint nomination of the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the ICA. The tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the parties of these Terms. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties hereto irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

Severability

If any provision in these Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect.

Governing language

Any translation of these Terms and Conditions is done for local requirements or for YOUR convenience. In the event of a conflict between the English and any non-English versions, the English version of these Terms shall govern, to the extent not prohibited by local law in YOUR jurisdiction.

YCS websites

YCS Websites contain the following websites: yanoljacloudsolution.com, ezeetechnoys.com, ezeefrontdesk.com, ezeeburrp.com, ezeeabsolute.com, ezeecentrix.com, ezeereservation.com, ezeemint.com, ezeepanorama.com, app.ipos247.com, eweb247.com and live.ipms247.com.

No other rights

No other rights or licenses are granted under these Terms and Conditions, by implication, estoppel, statute or otherwise, except as expressly provided herein.

Disclaimer

YCS does not promise that the Services will be uninterrupted, error free, or completely secure. You acknowledge that there are risks inherent due to dependency on internet connectivity, third party service providers that could result in the loss of their privacy, Confidential Information, and property. YCS has no obligation to provide security other than as stated in this Agreement. YCS disclaims any and all warranties not expressly stated in the Agreement, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. You are solely responsible for the suitability of the service chosen. The Services are provided AS IS, subject to any applicable service level. Any voluntary services YCS may perform at Your request and without any additional charge are provided AS IS, including any services that are deemed unsupported.

You are responsible for understanding the regulatory requirements applicable to your business and for selecting and using those services in a manner that complies with the applicable requirements.

You are solely responsible for determining the suitability of the services for their use in light of any applicable regulations enacted from time to time by the concerned authorities and also in compliance with the applicable data privacy requirements or other applicable data privacy laws and regulations of the User country.

If the You are accessing the service, product or the solution from a country other you’re your domicile, You shall be solely responsible for ensuring the compliance with the applicable laws and regulations of the country from where the service / solution / YCS product is accessed or used.