Terms of Service
By subscribing to the Reserva subscription services (the "Services") provided by Reserva, Inc and its affiliates (collectively, "Reserva") in relation to the provision, support, training, development and other services related to software offered by Reserva (the "Service"), you (the "Customer" or “You”) are agreeing to be bound by the following terms and conditions (the "Agreement").
1 Term of the Agreement
The duration of this Agreement (the “Term”) shall be minimally either one month or one year and as specified in writing at the signature of this Agreement, beginning on the date of the signature. It is automatically renewed for an equal Term, unless either party provides a written notice of termination minimum 30 days before the end of the Term by registered mail to the other party.
Any active user account with access to the Service in creation and/or edition mode. Deactivated user accounts and accounts used by external people (or systems) who only have limited access to the Service through the portal facilities (known as "portal Users") are not counted as Users.
Is considered a Bug any failure of the Service that results in a complete stop, error traceback or security breach, and is not directly caused by a defective installation or configuration. Non-compliance with specifications or requirements will be considered as Bugs at the discretion of Reserva (typically, when the Service does not produce the results or performance it was designed to produce, or when a country-specific feature does not meet legal accounting requirements anymore).
Means an ordering document specifying the Services to be provided hereunder that is entered into between the Customer and Reserva, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
We, Us or Our
Means the Reserva company described in Section 8.1 (Who You Are Contracting With).
You or Your
Means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.
Means electronic data and information submitted by or for You to the Purchased Services or collected and processed by or for You using the Purchased Services, excluding Content and Non-Reserva Applications.
3 Service Plans and Access to Services
4.1 Access to Services and Service Plans
Reserva assumes responsibility for the provision, support, maintenance and access to software services (Software Access) to Users sometimes in combination with training, consultation, guidance, and other professional services (Professional Services). Software Access and Professional Services are offered together as Service Plans which also include a predetermined number of Users and a Service Level Agreement (SLA). Reserva may also offer, at the request of Customer, customer specific software development (Custom Development) for the sole use and application to said Customer. The Customer acknowledges that Software Access is provided AS IS without support, warranties or SLA and at no charge to Customer while Software Access in combination with Professional Services are offered with SLA through Service Plans for the specified charges and terms in this Agreement. Professional Services can only be acquired through a Service Plan, in which case Customer will be entitled to services otherwise not available to other Users accessing the service without a paid Service Plan. For avoidance of doubt, Customer understands that this Agreement is pursuant to Professional Services, specifically Custom Development and training, and that charges assessed under the Service Plan are for the Professional Services and not for Software Access.
Unless otherwise provided in the applicable Order Form, (a) Services and Content are purchased as subscriptions, (b) subscriptions may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions.
4.3 Usage Limits.
Services and Content are subject to usage limits, including, for example, the quantities of Users specified at the time of entering into this Agreement. Unless otherwise specified, (a) your Service Plan includes a number of predefined Users and the Service or Content may not be accessed by more than that number of Users, (b) a User’s password may not be shared with any other individual, and (c) a User identification may be reassigned to a new individual replacing one who no longer requires ongoing use of the Service or Content. If You exceed a contractual usage limit, We may work with You to seek to reduce Your usage so that it conforms to that limit. If, notwithstanding Our efforts, You are unable or unwilling to abide by a contractual usage limit, You will execute an Order Form for additional quantities of the applicable Services or Content promptly upon Our request, and/or pay any invoice for excess usage in accordance with Section 6.2 (Invoicing and Payment).
4.4 Your Responsibilities.
You will (a) be responsible for Users’ compliance with this Agreement, (b) be responsible for the accuracy, quality and legality of Your Data and the means by which You acquired Your Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify Us promptly of any such unauthorized access or use, (d) use Services and Content only in accordance with the Documentation and applicable laws and government regulations, and (e) comply with terms of service of Non- Reserva Applications with which You use Services or Content.
4.5 Usage Restrictions.
You will not (a) make any Service or Content available to, or use any Service or Content for the benefit of, anyone other than You or Users, (b) sell, resell, license, sublicense, distribute, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit, (h) copy a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in an Order Form or the Documentation, (j) frame or mirror any part of any Service or Content, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted in the Documentation, (k) access any Service or Content in order to build a competitive product or service, or (l) reverse engineer any Service (to the extent such restriction is permitted by law).
4.6 External-Facing Services
If You subscribe to a Service for creation and hosting of external-facing websites, You will comply with, and be responsible for Users’ compliance with, the terms and conditions of such External-Facing Services.
4.7 Removal of Content and Non-Reserva Applications.
If We are required by a licensor to remove Content, or receive information that Content provided to You may violate applicable law or third-party rights, We may so notify You and in such event You will promptly remove such Content from Your systems. If We receive information that a Non-Reserva Application hosted on a Service by You may violate Our External-Facing Services or applicable law or third-party rights, We may so notify You and in such event You will promptly disable such Non-Reserva Application or modify the Non-Reserva Application to resolve the potential violation. If You do not take required action in accordance with the above, We may disable the applicable Content, Service and/or Non-Reserva Application until the potential violation is resolved.
4 Service Level
4.1 Bug Fixing Service
For the duration of this Agreement, Reserva commits to making all reasonable efforts to remedy any Bug of the Service submitted by the Customer through the appropriate channel (typically, Reserva's service desk email address or website form), and to start handling such Customer submissions within 2 business days.
The Customer understands that Bugs caused by a modification or extension that is not part of the official Service will not be covered by this service.
Both parties acknowledge that as specified in the license of the Service and in the Limitation of Liability section of this Agreement, Reserva cannot be held liable for Bugs in the Service.
4.2 Support Service
For the duration of this Agreement, Reserva offer a support service, with an unlimited number of tickets for bugs and functional questions: how to use and configure Reserva for your specific needs.
Support issues should be submitted online via email to email@example.com. For urgent matters, you can use the internal support chat or call our support teams directly for a real time answer.
Our support teams are split across 2 continents: in Europe (Madrid, Spain) and in the Americas (New York, United States) in order to cover 18 hours per open day. (monday to friday, excluding legal holidays in the respective countries)
No guarantees are provided on the time to qualify or close a support ticket, it's based on our best efforts. But 95% of the tickets are qualified within 2 open days, and 90% of the critical bugs (when a user can not work on the system anymore) are processed within 2 hours.
The Reserva portal allows you to track you support tickets.
4.3 Service Availability
Customer databases are hosted in the closest Reserva data center (US: Virginia, Oregon, Ohio and Europe: Dublin). Each customer instance is replicated in real-time on a hot-standby system located in the same data center.
Our hosting provider always delivers at least 99.9% uptime, per our SLA with them. These metrics refer to the availability of the platform itself for all customers. Individual databases may be temporarily unavailable for specific reasons, typically related to the customer's actions, customizations or upgrades.
Our data centers are Tier-III certified or equivalent, with N+1 redundancy for power, network and cooling.
4.4 Backups & Recovery
Every database has 7 full snapshot backups for the last 7 days. Every backup is replicated on at least 3 different machines in different data centers.
Users can download manual backups of their live data at any time.
For a permanent disaster impacting one server only, our Disaster Recovery Plan has the following metrics: - RPO (Recovery Point Objective) = 5 minutes, i.e. can lose maximum 5 minutes of work - RTO (Recovery Time Objective) = 30 minutes, i.e the service will be back online after maximum 30 minutes (Standby promotion time + DNS propagation time included)
For data center disasters (one entire data center is completely and permanently down), Disaster Recovery Plan has these metrics: - RPO (Recovery Point Objective) = 24h, i.e. you can lose maximum 24h of work if the data cannot be recovered and we need to restore the last daily backup - RTO (Recovery Time Objective) = 24h, i.e. the service will be restored from the backup within 24 hours in a different data center
Customer data is stored in a dedicated database - no sharing of data between clients. Data access control rules implement complete isolation between customer databases running on the same cluster, no access is possible from one database to another.
Customer passwords are protected with industry-standard PBKDF2+SHA512 encryption (salted + stretched for thousands of rounds).
Reserva staff does not have access to your password, and cannot retrieve it for you, the only option if you lose it is to reset it Login credentials are always transmitted securely over HTTPS.
All web connections to client instances are protected with state-of-the-art 256-bit SSL encryption. All our SSL certificates use robust 2048-bit modulus with full SHA-2 certificates chains. Our servers are kept under a strict security watch, and always patched against the latest SSL vulnerabilities, enjoying Grade A SSL ratings at all times.
All Reserva online servers are running hardened Linux distributions with up-to-date security patches. Installations are ad-hoc and minimal to limit the number of services that could contain vulnerabilities (no PHP/MySQL stack for example)
Only a few trusted Reserva engineers have clearance to remotely manage the servers - and access is only possible using SSH key pairs (password authentication disallowed)
Firewalls and intrusion counter-measures help prevent unauthorized access. Automatic Distributed Denial of Service (DDoS) mitigation is implemented in EU and US data centers, and coming soon in Asia.
In the event our systems become compromised or our systems are accesed by unauthorized agents, upon becoming aware of such breach or unauthorized access Reserva will conduct an internal review to assess the impact and scope of the data being improperly accessed. Upon completion of our internal review, Reserva will communicate the breach to customers within 48 hours.
Reserva helpdesk staff may sign into your account to access settings related to your support issue. For this they use their own special staff credentials, not your password (which they have no way to know).
This special staff access improves efficiency and security: they can immediately reproduce the problem you are seeing, you never need to share your password, and we can audit and control staff actions separately!
Our Helpdesk staff strives to respect your privacy as much as possible, and only access files and settings needed to diagnose and resolve your issue
The Reserva Online servers are hosted in several data centers worldwide. Reserva is hosted by the Amazon Web Services infrastructure.
Credit Cards Safety
When you sign up for a paid Reserva Online subscription, we do not store your credit card information. Your credit card information is only transmitted securely between you and our PCI-Compliant payment acquirer, Stripe.
The codebase of Reserva is largely distributed and, thus, is continuously under examination by Reserva users and contributors worldwide. Community bug reports are therefore one important source of feedback regarding security. We encourage developers to audit the code and report security issues.
The Reserva R&D processes have code review steps that include security aspects, for new and contributed pieces of code. Reserva is designed in a way that prevents introducing most common security vulnerabilities:
SQL injections are prevented by the use of a higher-level API that does not require manual SQL queries
XSS attacks are prevented by the use of a high-level templating system that automatically escapes injected data
The framework prevents RPC access to private methods, making it harder to introduce exploitable vulnerabilities
See also the OWASP Top Vulnerabilities section to see how Reserva is designed from the ground up to prevent such vulnerabilities from appearing.
Reserva is regularly audited by independent companies that are hired by our customers and prospects to perform audits and penetration tests. The Reserva Security Team receives the results and takes appropriate corrective measures whenever it is necessary. We can't however disclose any of those results, because they are confidential and belong to the commissioners.
Reserva also has a very active community of independent security researchers, who continuously monitor the source code and work with us to improve and harden the security of Reserva.
4.6 Upgrade Services
Upgrade Service for the Service
For the duration of this Agreement, Reserva will endeavour to continually upgrade and further develop the Service to incorporate new features and functionalities. Reserva will make these upgrades available to the Customer for no extra charge.
This service provided through an automated platform in order to allow the Customer to perform unattended upgrades once a previous version of the Customer's database has been successfully upgraded.
It is the sole responsibility of the Customer to verify and validate the upgraded database in order to detect Bugs, to analyze the impact of changes and new features implemented, and to convert and adapt for the new changes.
Upgrade Service for customizations
For the duration of this Agreement, the Customer may request optional upgrade services for the Service, in addition to the regular Upgrade Services.
This optional service is not subject to additional fees, and unless otherwise specified, it is assumed that these requests are covered in the Agreement. Reserva will, at its own discretion and without appeal, bear entire responsibility to determine whether such requests are covered.
5 Charges and Fees
You will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form,
(i) fees are based on Services and Content purchased and not actual usage,
(ii) payment obligations are non- cancelable and fees paid are non-refundable, and
(iii) quantities purchased cannot be decreased during the relevant subscription term.
5.2. Invoicing and Payment.
You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 12.2 (Term of Purchased Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.
5.3. Overdue Charges.
If any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 6.2 (Invoicing and Payment).
5.4. Suspension of Service and Acceleration.
If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. We will give You at least 10 days’ prior notice that Your account is overdue, in accordance with Section 13.2 (Manner of Giving Notice), before suspending services to You.
5.5. Payment Disputes
We will not exercise Our rights under Section 6.3 (Overdue Charges) or 6.4 (Suspension of Service and Acceleration) above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this Section 6.6, We will invoice You and You will pay that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees.
5.7. Future Functionality
You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features.
6 Conditions of Services
6.1 Customer Obligations
The Customer agrees to:
pay Reserva any applicable charges for the Services of the present Agreement, in accordance with the payment conditions specified in the corresponding invoice ;
appoint 1 dedicated Customer contact person for the entire duration of the Agreement;
6.2. Reservation of Rights.
Subject to the limited rights expressly granted hereunder, Reserva and its licensors reserve all of their right, title and interest in and to the Services and Content, including all of their related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.
6.3. License by Reserva to Use Content.
We grant to Customer a worldwide, limited-term license, under Reserva’s applicable intellectual property rights and licenses, to use Content acquired by Customer pursuant to Order Forms, subject to those Order Forms, this Agreement and the Documentation.
6.4. License by Customer to Host Data and Applications.
Customer grants Reserva a worldwide, limited- term license to host, copy, transmit and display Customer Data, and any Non-Reserva Applications and program code created by or for Customer using a Service, as necessary for Reserva to provide the Services in accordance with this Agreement. Subject to the limited licenses granted herein, Reserva acquire no right, title or interest from Customer licensors under this Agreement in or to Customer Data or any Non-Reserva Application or program code.
6.5. Federal Government End Use Provisions .
Reserva provide the Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not granted under these terms, it must negotiate with Us to determine if there are acceptable terms for granting those right s, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.
Definition of "Confidential Information":
All information disclosed by a party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. In particular any information related to the business, affairs, products, developments, trade secrets, know-how, personnel, customers and suppliers of either party should be regarded as confidential.
For all Confidential Information received during the Term of this Agreement, the Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own similar Confidential Information, but not less than reasonable care.
The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure, to the extent permitted by law.
In the event that either Party fails to fulfill any of its obligations arising herein, and if such breach has not been remedied within 30 calendar days from the written notice of such breach, this Agreement may be terminated immediately by the non-breaching Party.
Further, Reserva may terminate the Agreement immediately in the event the Customer fails to pay the applicable fees for the Services within the due date specified on the corresponding invoice.
The sections "6.4 Confidentiality”, “7.2 Disclaimers”, “7.3 Limitation of Liability”, and “8 General Provisions” will survive any termination or expiration of this Agreement.
7 Warranties, Disclaimers, Liability
For the duration of this Agreement, Reserva commits to using commercially reasonable efforts to execute the Services in accordance with the generally accepted industry standards provided that:
the Customer’s computing systems are in good operational order and the Service is installed in a suitable operating environment;
the Customer provides adequate troubleshooting information and access so that Reserva can identify, reproduce and address problems;
all amounts due to Reserva have been paid
The Customer's sole and exclusive remedy and Reserva's only obligation for any breach of this warranty is for Reserva to resume the execution of the Services at no additional charge.
Except as expressly provided herein, neither party makes any warranty of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law.
Reserva does not warrant that the Service complies with any local or international law or regulations.
7.3 Limitation of Liability
To the maximum extent permitted by law, the aggregate liability of each party together with its affiliates arising out of or related to this Agreement will not exceed 50% of the total amount paid by the Customer under this Agreement during the 12 months immediately preceding the date of the event giving rise to such claim. Multiple claims shall not enlarge this limitation.
In no event will either party or its affiliates be liable for any indirect, special, exemplary, incidental or consequential damages of any kind, including but not limited to loss of revenue, profits, savings, loss of business or other financial loss, costs of standstill or delay, lost or corrupted data, arising out of or in connection with this Agreement regardless of the form of action, whether in contract, tort (including strict negligence) or any other legal or equitable theory, even if a party or its affiliates have been advised of the possibility of such damages, or if a party or its affiliates' remedy otherwise fails of its essential purpose.
7.4 Force Majeure
Neither party shall be liable to the other party for the delay in any performance or failure to render any performance under this Agreement when such failure or delay is caused by governmental regulations, fire, strike, war, flood, accident, epidemic, embargo, appropriation of plant or product in whole or in part by any government or public authority, or any other cause or causes, whether of like or different nature, beyond the reasonable control of such party as long as such cause or causes exist.
8 NOTICES, GOVERNING LAW AND JURISDICTION
You are contracting with Reserva Inc. a Delaware corporation.
8.2 Manner of Giving Notice
Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon:
(i) personal delivery,
(ii) the second business day after mailing,
(iii) the second business day after sending by confirmed facsimile, or
(iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Billing-related notices to You shall be addressed to the relevant billing contact designated by You. All other notices to You shall be addressed to the relevant Services system administrator designated by You.
8.3 Agreement to Governing Law and Jurisdiction
This Agreement shall be construed in accordance with the laws of the State of New York of the United States of America without giving effect to any conflict of laws provision thereof
8.4 No Agency
For the avoidance of doubt, We are entering into this Agreement as principal and not as agent for any other Reserva company. Subject to any permitted Assignment under Section 14.4, the obligations owed by Us under this Agreement shall be owed to You solely by Us and the obligations owed by You under this Agreement shall be owed solely to Us.
9. GENERAL PROVISIONS
9.1. Export Compliance.
The Services, Content, other technology We make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You shall not permit Users to access or use any Service or Content in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law or regulation.
You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.
9.3 Entire Agreement and Order of Precedence
This Agreement is the entire agreement between You and Us regarding Your use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any term or condition stated in Your purchase order or in any other of Your order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation.
Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, We will refund to You any prepaid fees covering the remainder of the term of all subscriptions. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
9.5. Relationship of the Parties
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
9.6. Third-Party Beneficiaries
Our Content licensors shall have the benefit of Our rights and protections hereunder with respect to the applicable Content. There are no other third-party beneficiaries under this Agreement.
No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
Last Updated August 15, 2019